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The Court of Rome confirms that Russian-Roulette clauses can be included in shareholders’ agreements in order to solve deadlocks (Lamaro Appalti / Sviluppo Centro)

A very well-structured decision from the Court of Rome [1] confirmed that Russian-Roulette clauses can be included in shareholders’ agreements as a valid method to solve deadlocks. Generally speaking, Russian roulette clauses have been imported in Italy from the Anglo-American practice. Such clauses are usually included in shareholders’ agreements or joint venture agreements entered into with respect to companies equally owned by 2 shareholders to unblock decisional and/or operational deadlocks. Russian roulette clauses are usually structured as follows: upon occurrence of a deadlock 1 of the 2 shareholders (shareholder 1) may activate the clause by sending a notice to the other shareholder (shareholder 2); the notice includes shareholder 1’s determination of the price of the company’s

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Daniel Joseph Giuliano, Chiara Sannasardo, The Court of Rome confirms that Russian-Roulette clauses can be included in shareholders’ agreements in order to solve deadlocks (Lamaro Appalti / Sviluppo Centro), 19 October 2017, e-Competitions October 2017, Art. N° 100058

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