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DIS-Model Clause for Corporate Law Disputes 09

The German Institution of Arbitration (DIS) advises all parties wishing to make reference to the Supplementary Rules for Corporate Law Disputes, to include into the articles of incorporation (that may require notarisation) the following arbitration clause:

"1. All disputes arising between the shareholders or between the corporation and its shareholders in connection with these articles of incorporation or their validity shall be finally settled according to the Arbitration Rules (DIS-SchO) and the Supplementary Rules for Corporate Law Disputes (DIS-SRCoLD) of the German Institution of Arbitration (DIS) without recourse to the ordinary courts of law.

2. The effects of an arbitral award extend also to those shareholders, that have been identified as Concerned Others within the time limits provided, irrespective whether they have made use of their opportunity to join the arbitral proceedings as a party or as an intervenor (section 11 DIS-SRCoLD). The shareholders named as Concerned Others within the time limits provided, commit to recognize the effects of an arbitral award rendered in accordance with the DIS-SRCoLD.

3. Former shareholders remain bound by this arbitration agreement.

4. The corporation shall always raise the existing arbitration agreement as defence against any claim that is filed in the ordinary courts of law and that relates to disputes in the meaning of No. 1."

It is recommended that the following provisions be added to the arbitration clause:

The place of arbitration is ... .
The language of the arbitral proceedings is … .
The Arbitral Tribunal consists of … (number of) arbitrator(s).

Further, it is recommended to adopt elsewhere in the articles of incorporation a provision pursuant to which all shareholders are obliged to provide the corporation with a current address of service or a representative for service and that receipt of any written communication at this address will be assumed after the expiry of an adequate time period.

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