Where a company is deadlocked or mismanaged, courts can appoint someone to act without displacing management entirely.
Provisional director. An additional director appointed by the court with full voting rights, serving until the deadlock resolves or the court orders otherwise. Compensation set by the court and paid by the company. The appointment breaks ties without disturbing the ordinary management structure, and it is the least intrusive of the available remedies.
Custodian. Appointed to manage the business and affairs, with the powers the order specifies, generally continuing the business rather than liquidating it. Statutes commonly provide for appointment on deadlock or on grounds that would support dissolution.
Receiver. More intrusive, displacing management, and generally directed at preservation and, where ordered, liquidation.
Selection. Independent, with relevant industry or governance experience. Parties should propose candidates rather than leaving the choice to the court.
Scope of the order. What decisions require the appointee’s participation, reporting obligations, access to records and personnel, compensation, and the duration or the conditions for termination.
Practical effect. The prospect of a stranger casting the deciding vote is frequently what produces a negotiated resolution, which is the point.