How to avoid blocking a startup?
















The lock on the decisions of the company is a cause that often leads to their demise. It can be avoided by including in the covenant partners of certain anti-lock mechanisms.

To reduce as far as possible a blockade give derail the project first must identify partners in the pact when we are faced with a situation of this type. Situations blockade can be defined as those in which a greater majority is required and not obtained to reach agreement on a predetermined number of days. Produced this situation, any partner runs a reliable notice stating the existence of a "Deadlock". From receipt, are put in place mechanisms previously agreed in the pact partners.

Mechanisms may be settlement of the dispute with continuity Company or ending the relationship, so that if the first fail, left due to depart.

You can set many ways to solve, but the most common are the following:

Cláusula “Gin and Tonic”

It is making a friendly meeting between those involved to facilitate reaching a solution. It is often used in "Joint ventures" and its value is that senior executives gather in place of middle managers, because it is often easier solution between "bosses" between "employees".

Submitting an Expert

It can be expected that differences are resolved by an independent expert, whose decision shall abide by the parties.


The mediator suggested a solution but has no ability to enforce the parties.


The parties submit to the award of an arbitrator whose decision is binding. There arbitration courts in most bar associations or chambers of commerce and regulations for operation.

You can arrange the confluence of these mechanisms as a "cascade" so if one does not work, the following applies and so on.

In the event that a solution is not possible, the only way is the termination of collaboration and for it to be as agile as possible can be set, inter alia, the following mechanisms:

Options to buy or sell

You can set the pact partners obligation to buy or sell at a specified price the shares of members, for the case a situation occurs blockade. In such cases it is important to determine in detail all aspects of operation: situation that triggers the right, time, Prices, payment and compliance with legal and statutory provisions.

Clause Mallorca

Its origin comes from Roman law: To partition a common thing, fixed price partner and the other chooses whether good runs and pays its part to partner leaves, or receives his share of the one that gets the thing.

Covenant Andorrano

Each party makes an offer notary in a sealed envelope for the shares of another. The party offered a lower price, must sell their shares at that price to the other party. It is very similar to the so-called "Texas shoot out" mechanism.

As we saw in the mechanisms that aspire to the continuity of the partners, in termination can establish a "waterfall"Systems that facilitate the exit, so that the failure of one, in the application of the next and so on.

And if there is no choice, the only output is the dissolution of the company.

Ultimately, may prevent blockade an enterprise, by anticipating the pact partners appropriate mechanisms.

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