When two co-sponsors agree on a business plan, they often assume they will agree on every major decision years down the road. But when market conditions change, a clean 50-50 voting split can quickly create deal paralysis. In this field note, syndication attorney Tilden Moschetti breaks down what happens when managers deadlock on major decisions like selling an asset or calling capital. We explore practical, emotionless mechanisms you can build into your operating agreement—such as third-party tie-breakers and the shotgun buy-sell—to ensure your asset doesn't stall when it most needs direction. Trust is essential, but trust is not a mechanism.

Also see: Don’t Be Held Hostage in Syndication Negotiations — https://www.moschettilaw.com/dont-be-held-hostage-in-negotiations/

Note: This episode's audio is generated using AI voice cloning technology based on Tilden Moschetti's written work.

Watch the video on YouTube: https://youtu.be/iX0uO3bStvs