Omission is a familiar tool for most parties to the trial. A referral order is a court order that prohibits or requires the performance of certain practices necessary to avoid irreparable harm to the company or its members. An injunction is often the precursor to a possible dissolution and can be used offensively or defensively in the context of a dead end. In other words, a party may seek an injunction from the court to avoid looting, waste of corporate assets, breach of trust obligations or oppression of executive members. A party subject to an application for judicial dissolution or the appointment of a custodian may seek an injunction to neutralize the attack. Omission orders can be very simple questions that prevent or prescribe clearly defined behaviour, or may be more complex documents indicating how the company will do business and which executives manage it. Orders can only be made if the applicant is able to demonstrate a likelihood of success in the merits of its right, if there is no other appropriate remedy (. B for example, the absence of a deadlock-breaking mechanism in the operating contract and no indication of LLC status), and if there is a risk of irreparable harm if the discharge is not granted. Although an injunction theoretically allows the company`s business to continue, it does not resolve a stalemate, it maintains a bad relationship and it is difficult to obtain because of a high level of evidence.
Finally, I would like to say that Russian roulette clauses can certainly be used in shareholder/joint venture agreements as a valid and effective method for resolving operational/decision-making blockages. The court found that the Russian roulette clause in question is not contrary to the above principle, because Alfa has the power to activate the clause only after the arrival of a deadlock, not at any time and at its discretion (in other words, the company cannot generate profits when a deadlock occurs and Alfa is not allowed to activate the Russian roulette mechanics solely because the company generates profit). In the infamous Delaware case Haley v. Talcott, 864 A.2d 86, 97 (Del. J.C. 2004), the court ordered dissolution under the „unreasonable standard“ when the enterprise agreement provided for a put mechanism as a method to avoid deadlock, stating that the enterprise agreement did not explicitly substitute the sale mechanism by the judicial dissolution decision and that the sale mechanism was not fair and equitable, since he was personally the outgoing member for a mortgage. Offers to BuyWith a purchase-sell provision imposed, a member (the „supplier“) may offer to purchase another member`s shares at a specified price and price and on terms. The bidder or member who received the offer may sell its membership shares to the bidder at a specified price or purchase the bidder`s membership interest at the same price and on the same terms. The bidders` decision is binding on both members.