Deadlock Joint Venture Agreement


Corporate governance structures evolve over time. Don`t leave your company`s fate and financial future to someone else. Agree on a remedy for the impasse before these situations occur. Some mechanisms commonly used to correct a deadlock are as follows. Suppose that in the example above, A is a non-resident entity, while B is a resident party and the fair market value of the joint venture (a limited liability company) is ₹100 per share. There was a stalemate in the prison. If A were to send a notice to B indicating the price at which the “shooting” would take place, it would need regulatory approval to complete a transaction to sell its shares to B at a price of more than ₹100 per share (fair value). However, B has an unfair advantage here, as it can set any price above ₹100 per share to sell its shares to A without prior approval. In the absence of specific provisions in a company`s constitutional documents dealing with impasse scenarios, the most important recourse available to a shareholder would be to seek judicial redress.

Given the practical difficulties and costs of obtaining court decisions, we generally recommend including deadlock resolution provisions in a company`s constitutional documents. Each party to the joint venture will be able to appoint an equal number of directors to the board of directors, decision-making in joint ventures (JVs) can often be difficult, especially when there are fundamental disagreements between the joint venture partners on issues that require unanimous approval. When such situations remain unresolved, there is a status quo that disrupts business and reduces shareholder value. A president can be the deciding factor in a deadlock scenario. Russian Roulette: A provision of Russian roulette requires one of the two entrenched parties to give notice to the other party. The service party quotes a spot price at which it evaluates half of a stake in the company. The party receiving the notification may choose to buy or sell to the other party at that price. An impasse resolution provision usually consists of two parts: Often, deadlock clauses are divided into two sections: the escalation phase and the resolution phase.

A status quo can occur in a variety of scenarios, e.B. if no agreement can be reached on a particular issue after two management meetings or if a budget is not approved within a certain time frame. Regardless of the method used as an impasse-breaking mechanism in a shareholders` agreement, it is important to define the impasse situations that trigger the procedure. Even if possible, block resolution mechanisms should only be used as a last resort. It is generally recommended that the deleted parties have 15 to 30 days to try to clarify matters between themselves without the intervention of third parties. If this stagnates, the parties should still have 15 to 30 days to mediate with a neutral third party. Provision may be made for the escalations to be referred to the presidents or chief executive officers of the respective parties to the joint venture. If executives do not resolve the dispute within a certain period of time (usually between five and 20 business days, although the shorter, the better), there are a variety of resolution options that can be included in joint venture documents to lead to the termination of the company. As part of this process, the offering shareholder is exposed to the risk of being forced by the reversal/counter-attack mechanism to buy back its partner`s stake in a joint venture or to sell its stake and exit.

However, it ensures a fair price for the shares because the offering shareholder does not know whether it will be the seller or the buyer of the shares. This clause works best in favor of the financially stronger shareholder, as the financially weaker shareholder may not be able to make a counteroffer. In a cross-border joint venture involving an Indian partner and a foreign partner, Russian roulette may not work because the foreign partner has a cap on the sale price and a lower limit on the purchase price under Indian foreign exchange laws and therefore the receiving party may not be able to make a counter-offer. A deadlock in a joint venture can occur due to several factors. For example, if there is a divided opinion among equally represented board members, at the shareholder level, when members exercise equal voting rights, if minority shareholders exercise a “veto” or “right of consent” to block a step of the majority shareholder, or if this happens at important meetings, particularly when deciding on “reserved matters” or “affirmative vote issues”, does not have a quorum. It may be necessary for each party in the joint venture or its representatives to be informed in advance of the issues to be discussed at board and shareholder meetings, and please contact us if you would like to have a conversation with our corporate team who regularly advise the company on joint venture agreements. The most important thing is to note that a deadlock has occurred. This means that the wording of the deadlock clause must be clear.

An impasse generally occurs when there are consecutive meetings of directors or shareholders, or when a shareholder or eligible directors appointed by a shareholder vote against or abstain from a resolution. If the management tool of a company does not describe the agreed blockade resolution mechanisms, the closure and fate of the company are subject to a court decision. In the worst case, there could be a costly forced sale or dissolution of the business. It may be provided that disputes or blockages are submitted to an independent third party. This can be an expert in the respective field, a mediator or an arbitrator. If a deadlock event has occurred and the parties are unable to resolve it, one of the usual options is for one of the parties to send a purchase/sale notification that will result in the termination of the business. The important point to keep in mind with this type of solution is that at the beginning of the process, neither party knows whether it is the buyer or seller of the joint venture`s interests. This uncertainty makes this option (sometimes called “Russian roulette”) a non-starter for some investors. While “buy/sell” can work after a dead end, it can also be used as a standalone exit mechanism, which often only occurs after a certain lock-in period. This can be associated with a fixed date (for example. B, five years after the start of the joint venture) or at a specific event (for example. B, two years after the practical completion or stabilization of the asset) or at another important stage […].