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Shotgun clause
A ''shotgun clause'' (or Texas Shootout Clause) is a term of art, rather than a legal term. It is a specific type of exit provision that may be included in a shareholders' agreement, and may often be referred to as a buy-sell agreement. The shotgun clause allows a shareholder to offer a specific price per share for the other shareholder(s)’ shares; the other shareholder(s) must then either accept the offer or buy the offering shareholder’s shares at that price per share.
==Discussion==
Typically, an exit clause is triggered in situations where a business partnership has severely deteriorated, and so the situation is often likened to a divorce. In the same way that drawn-out battles between a splitting couple can often leave any children with emotional damage, so too can a business be damaged by drawn-out fighting between its owners. For this reason, experts in the area emphasize the importance of including an exit clause in a firm’s shareholders’ agreement in order to minimize the negative impact of a business-divorce. As with a prenuptial agreement, it is important to set out an exit clause early on in a business relationship when interests are still aligned and partners still like each other.
Shotgun clauses protect the interests of both or all parties regardless of their stake in the company. If one party decides to trigger the clause, it is in their best interest to make a well considered, fair offer - for if they make a low offer, their partner(s) may raise the resources to turn the offer against them, a counter offer they would be bound to accept.
抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』
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