Topics

Break deadlock and stalemate

Solve blocked resolutions strategically without pushing the company into insolvency.

Why this focus matters now

When two shareholders with equal shares block each other, important resolutions can no longer be passed. Deadlock is a legal and an economic problem; without a solution, dissolution looms.

Critical clause and conflict points

Contractual deadlock provisions, arbitration clauses, coin flip clauses or buy-sell clauses determine which paths are open at all. Without such rules, only the dissolution or exclusion action often remain.

How to prepare

For the deadlock strategy, review articles, existing side agreements and the affected resolution topics. In parallel, set up a negotiation line with clear fallback options.

Review checkpoints

Review deadlock clauses, buy-sell rules and arbitration clauses in full.
Prioritise blocked resolution topics, especially annual accounts and financing.
Compare mediation, arbitration and dissolution action side by side.
Run the communication line with the co-shareholder in writing and concisely.

Frequently asked questions

Can a deadlock always be resolved?

Not without cost. Often it ends with a sale of a share, a dissolution or a new set of articles.

Is mediation useful in deadlock?

Yes, if both sides are principally interested in continuing. Without that base condition, a court solution becomes necessary.

This information is initial orientation and does not replace legal advice in an individual case. No deadline, success or cost guarantee.