To Shoot or not to Shoot: How to Navigate Buy-Sell Deadlock Resolution Mechanisms for Joint-Ventures

Abstract

Joint Venture (JV) governance can sometimes become a “sea of troubles” and raise the question for the partners whether or not to “take arms against” it. When the JV agreement (particularly for 50:50 or closely held JV) or applicable laws reserve a number of matters to the unanimous decision of the partners, a deadlock situation arises if the partners cannot reach a common ground. A classic dispute resolution clause which defers the matter to an independent authority (court, arbitration, independent expert) usually proves costly if not ineffective when time is of the essence and persistent disagreements between the parties critically jeopardize the JV operation.