When mem­bers have equal vot­ing rights, they can be dead­locked on a deci­sion. This can severely hin­der the progress of the busi­ness. Most of the time own­ers can work together and find a solu­tion, but when they can’t they’ll need some sort of mech­a­nism to break the deadlock.

There’s no real clean solu­tion to a dead­lock. The least of all evils is a texas shootout pro­vi­sion. Here’s how it works.

When own­ers are dead­locked, any owner may offer to buy­out another owner’s inter­est. The owner that receives the offer has two choices: buy the inter­est for the price in the offer or force a sale of his own inter­est on the owner that made the first offer at the same price. One mem­ber gets to cut the cake and the other owner gets to choose the piece. This keeps the busi­ness together and allows an owner to walk away.