Jurisprudence of merit already considered lawful the statutory or shareholders’ ‘anti-stall’ clause used to resolve situations of corporate paralysis. Recently, the court of legitimacy has also ruled after verifying some specific profiles of the clause’s regulatory compatibility and concluded that it is valid.
In its judgment No. 22375 of July 25, 2023, the Supreme Court ruled for the first time on the legitimacy of the so-called ‘Russian roulette clause’ (also known as ‘cowboy clause or ‘anti-deadlock clause), i.e., the atypical clause – the result of the development of Anglo-Saxon legal systems and then gradually spreading into the contractual practice of civil law systems – sometimes inserted in the company’s bylaws or shareholders’ agreements to resolve situations of deadlock or decision-making paralysis of the company (so-called ‘dead-lock’ clause), due to the fact that the company’s shares or holdings are owned by two partners, each holding 50 percent.
