Publication: Efficient partnership dissolution under buy-sell clauses
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2006-12
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Abstract
When a partnership comes to an end, partners have to determine the terms of the dissolution. A
well known way to do so is by enforcing a buy-sell clause. Under its rules 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. It is well known that in a model with private valuations this
dissolution rule may generate inefficient allocations. However, we show that if partners
negotiate for the advantage of being chooser, then buy-sell clauses result in an ex-post efficient
outcome. We argue that this endogenous selection of the proposer is consistent with how buysell
clauses are drafted in practice. For an example with interdependent valuations, we further
show that the buy-sell clause can perform better than an auction.
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Keywords
Partnership dissolution, Buy-sell clause, Shootout mechanism