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Texas shoot out meaning

What does Texas shoot out mean?
A Texas shoot out is a deadlock buy–sell mechanism used to resolve shareholder or joint venture stalemates between two co-owners. It is not defined in legislation or case law; rather, it is a descriptive term commonly used in shareholders’ agreements, LLP agreements and partnership/joint venture contracts across England & Wales, Scotland, Northern Ireland and Ireland. Typical mechanics: Party A offers to buy Party B’s shares at a stated price. B may accept and sell at that price, or reject and state it wishes to buy A’s shares at a higher price. The parties then submit sealed bids or conduct an auction; the highest bidder must purchase the other’s shares on pre-agreed terms. Compared with russian roulette (where one party responds once to an initial price), a Texas shoot out introduces competitive bidding after the counter-notice. It attracts the same criticisms (information and funding asymmetry, potential unfairness) and is more prone to strategic exploitation, as a party that does not intend to buy can push the other to pay more than first offered. Key drafting points include: clear timetable, funding certainty, valuation and bid rules, transfer consents, warranties/limitations, and compliance with company law and constitutional pre-emption or transfer restrictions. Usage and enforceability are...
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View the related Checklists about Texas shoot out

CHECKLISTS
UK outsourcing agreements: comprehensive legal, regulatory and practical drafting and review checklist for lawyers

The Texas shoot out Either shareholder may commence the Texas shoot out—also called a Mexican shoot out, Tex Mex shoot out or sealed bids—by giving notice to the other shareholder; the shareholder who did not cause the deadlock may equally do so, with both shareholders then obliged to submit sealed bids for the other’s shares within a specified timescale period accordingly...

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FLOWCHARTS
Joint venture deadlock mechanisms: Texas shoot-out (sealed bids), auction variants and Russian roulette hybrid—flowchart

Refer to the flowchart below for a decision pathway clarifying when establishing a joint venture falls under the EU Merger Regulation, outlining scope and applicability...

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FLOWCHARTS
Choosing the right B2B supply of goods precedent: flowchart and matrix of drafting assumptions (bias, supply model, compliance, data, exclusivity, forecasts, consignment, drop ship, international, T&Cs)

The Texas shoot out Also termed a Mexican shoot out, Tex Mex shoot out or sealed bids, this procedure can be initiated by either shareholder, including shareholder who did not cause the deadlock, by serving notice on the other shareholder, compelling both shareholders to submit sealed bids for other shareholder’s shares within a specified timescale as set...

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PRACTICE NOTES
Deadlock in UK corporate joint ventures: triggers, reserved matters, and resolution mechanisms (escalation, ADR/expert determination, buy-sell options, share transfers, and termination via liquidation or winding up)

A deadlock arises when parties to an agreement face an irreconcilable dispute and cannot reach consensus. The expression is commonly associated with corporate joint ventures (JVs), especially 50:50 JVs where neither side holds a controlling interest and, as a result, unanimous consent is required for all decisions. Deadlock may equally occur in non-50:50 JVs, for example where specific matters demand unanimity or where more than two JV participants vote and no majority is achieved. Certain conflicts can trigger a deadlock that prevents the joint venture company (JVC) from operating effectively. It is sensible to address at the outset how a deadlock might be settled. Consequently, joint venture agreements (JVAs) usually include deadlock resolution mechanisms (often in stepped stages) that must be followed to resolve the impasse. Defining deadlock procedures within the JVA will save time and expense if a deadlock emerges and will help the parties to maintain the JV's continuity. On occasion, the very circumstances that produce a deadlock can also prompt the aggrieved party to seek relief under...

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PRACTICE NOTES
Planning for and resolving deadlock in 50/50 corporate joint ventures: triggers, governance and dispute resolution tools, and exit mechanisms (Russian roulette, Texas/Mexican shoot-out, sale, liquidation)

Where two partners in a joint venture each hold an equal 50% stake in the share capital of the joint venture company (JVC), that arrangement is commonly referred to as a deadlock, or deadlocked, joint venture. Under this structure, both parties must consent to any and all decisions to be taken by the JVC; where they fail to agree on a proposed course of action, no action is implemented and the status quo is preserved. When will deadlock be an issue?...

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