Shareholder deadlocks: Promoting resolution through unanimous shareholders’ agreements

By Charlie Kim, Matthew McGuigan and Sébastien Tuli ( November 12, 2025, 1:45 PM EST) -- Disagreements between business partners in owner-managed corporations are inevitable. While these disagreements are often resolved at the business level, there are times when owner-managers cannot reach a consensus and are deadlocked on any given decision. For this reason, unanimous shareholder agreements (USAs) often provide for dispute resolution mechanisms. These mechanisms can resolve deadlocks in one of two ways: (i) by promoting resolution and maintaining a continuous relationship between the business partners; or (ii) by providing an exit mechanism and ending the relationship between the business partners....