A couple, each holding half of a company's shares of 80 employees, had a dispute, which led to problematic behavior in the company, including the non-payment of salaries, dragging employees into a conflict of trust between the shareholders, damage to the company's cash flow and bringing it up to the verge of a deficit despite a high turnover. This led to the appointment of an external special manager who moved for the separation of the shareholders as soon as possible.
The Court ordered a separation of the two shareholders by a BMBY (Buy Me Buy You) mechanism. Upon a lost of trust between shareholders, the proper route is “separation of powers” when one of the possible routes is a BMBY mechanism under which the party seeking the separation states a price for the whole company and then the other party may choose whether to sell its shares at the offered price or, alternatively, buy the shares of the offeror at the same price. When each hold half the shares of the company, there is no difference in power that gives an advantage to one over the other and the company's real price is paid. The fact that this mechanism results in the seller paying capital gains tax is not a reason preventing separation under such route.