Shoot-Out Clauses in Partnerships and Close Corporations – An Approach from Comparative Law and Economic Theory
17 Pages Posted: 15 Dec 2011 Last revised: 2 Sep 2012
Date Written: July 1, 2011
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, England and the United States.
This publication is with permission of the rights owner freely accessible due to an Alliance licence and a national licence (funded by the DFG, German Research Foundation) respectively.
Keywords: shoot-out clauses, partnerships, close corporations, dissolution mechanisms, contractual design, validity
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