Shoot-Out Clauses in Partnerships and Close Corporations

Fleischer Holger and Schneider Stephan
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Fleischer Holger: *Director, Max Planck Institute for Comparative and International Private Law, Hamburg; Prof. Dr., LL.M. (Univ. of Michigan), Dipl.-Kfm. Prof. Fleischer's areas of emphasis include German and European company law and securities regulation, commercial law including accounting law, economic analysis of the law and comparative law.
Schneider Stephan: **Research Associate, Max Planck Institute for Comparative and International Private Law, Hamburg; Mr. Schneider's main areas of research are commercial and company law.

European Company and Financial Law Review, 2012, vol. 9, issue 1, 35-50

Abstract: This article analyses shoot-out clauses as a popular means of resolving deadlocks in two member partnerships or close corporations. It presents the different varieties of shoot-out clauses developed in Anglo-American legal practice that are being increasingly discussed on the European continent. It goes on to look at their advantages and disadvantages by exploring the rich economic literature on partnership dissolution mechanisms in game theory. Finally, it focuses on the permissibility of these clauses and the doubts cast upon them in Germany, Austria, France, England and the United States.

Date: 2012
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DOI: 10.1515/ecfr-2012-0035

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