Efficient partnership dissolution under buy‐sell clauses
指出买卖条款中提议方的选择对条款效果至关重要，若合伙人通过谈判争取选择方优势，则条款能实现事后有效结果，且这种内生选择与实际起草方式一致。
Buy‐sell clauses are commonly used contractual provisions to determine the terms of dissolution of partnerships. Under them, one party offers a price for the partnership and the other party chooses whether to sell her share or buy her partner's share at this price. We point out that the selection of the proposing partner is essential for the performance of the clause. Moreover, if partners negotiate for the advantage of being the chooser, then buy‐sell clauses result in an ex post efficient outcome. Such endogenous selection is consistent with how buy‐sell clauses are drafted in practice.