Decision-making deadlock within the management body: the Notarial Council on anti-deadlock clauses

By Study No. 126-2025/I, published on 30 April 2026, the Italian National Notarial Council addressed the issue of decision-making deadlock within the management bodies of companies, analysing the main clauses used in articles of association and shareholders’ agreements in practice to avoid deadlock situations.

The issue mainly concerns companies with equal shareholding structures or shared governance arrangements, where the balance between shareholders may result in paralysis of management activity. In such contexts, decision-making deadlock is not merely an operational difficulty, but may directly affect business continuity and the adequacy of the organisational structures required under Article 2086 of the Italian Civil Code.

The document distinguishes between deadlock situations arising from an equal number of votes between opposing groups and those resulting from clauses granting veto rights or enhanced quorum requirements for certain strategic decisions.

The main instruments examined include:

• the casting vote of the chairman of the board of directors;
• the granting of decision-making powers to a managing director in the event of deadlock;
• the referral of the decision to the shareholders;
• clauses providing for the renewal or simultaneous termination of corporate bodies;
• mechanisms designed to allow one shareholder to exit or to reorganise corporate control.

According to the Notarial Council, such clauses may be compatible with company law, provided that they are structured consistently with the corporate interest and with the overall balance of governance.

The analysis is also particularly relevant from a preventive perspective. A prolonged deadlock may, in fact, compromise the company’s ability to take strategic decisions, approve extraordinary transactions or respond promptly to crisis situations.

There is, however, also a more critical aspect. Certain anti-deadlock mechanisms, especially those granting decisive powers to specific individuals or producing indirect effects on the balance between shareholders, may themselves become a source of conflict.

For this reason, in the document under review, the Italian National Notarial Council emphasises the importance of precisely regulating:

• the decisions concerned;
• the circumstances triggering the anti-deadlock mechanism;
• the operational limits of the clauses;
• the effects on the governance structure.

The Notarial Council’s intervention thus confirms an increasingly evident trend in corporate practice: the preventive management of the risk of decision-making paralysis is becoming an integral part of the design of corporate and organisational structures.