Efficient partnership dissolution under buy-sell clauses
分析买卖条款在合伙解散中的作用,指出提议方选择影响条款效果,若双方为争取选择权而谈判,则能实现事后高效结果,且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. Copyright (c)2008, RAND.