The “Russian roulette”, is a clause that can be inserted into the memorandum of articles of association to prevent and solve some deadlock situation and to regulate transfer of part share capital.

In particular, this clause permit to one party, that are of broadly equal financial standing with other party, in the cases above indicated, to buy or sell their own shares to the order party at a specified price.

The party in receipt of the offer can either accept the offer or reverse the offer at the same price.

The Milan Council of Notaries, with the ruling no. 181 on 9th July, confirmed the legitimacy of “Russian roulette clause”, if the transfer price is fair.

The price can not be less than the transfer price that will would have been agreed in the case of exercise of the right of withdrawal of a shareholder from the company.

Our staff offers a great experience in drafting corporate statutes and is available for any information.

Condividi articolo su: