Wednesday, January 21, 2009

Contract Design: Rights of First Refusal

Brit Grosskopf and I have just published a paper on an interesting variant of a familiar contract. It's called: "If you are offered the Right of First Refusal, Should you accept? An Investigation of Contract Design," Games and Economic Behavior, Special Issue in Honor of Martin Shubik, 65 (January), 2009, 176–204.

It came about when our attention was drawn to the unusual right of first refusal that NBC had been given by Paramount Studios when it came time to renew the broadcasting agreement for the tv show Frasier, in January 2001.

Here's the Abstract of the paper:

"Rights of first refusal are contract clauses intended to provide the holder of a license or lease with some protection when the contract ends. The simplest version gives the right holder the ability to act after potential competitors. However, another common implementation requires the right holder to accept or reject some offers before potential competitors are given the same offer, and, if the right holder rejects the initial offer, allows the right to be exercised affirmatively only if competitors are subsequently offered a better deal (e.g. a lower price).
We explore, theoretically and experimentally, the impact this latter form of right of first refusal can have on the outcome of negotiation. Counterintuitively, this “right” of first refusal can be disadvantageous to its holder. This suggests that applied contract design may benefit from the same kind of attention to detail that has begun to be given to practical market design."

Here's an interview I gave on the subject: When Rights of First Refusal Are a Bad Deal

Incidentally, in case you think contract design falls outside the range of "market design," I agree that we haven't hit on the unconstrained optimum terminology for our new field. I tried to spark the use of the term "design economics" in a 2002 manifesto, which might have more naturally included all the things that economists can help design (e.g. marketplaces, contracts, organizations, laws, treaties...). But languages are like economies (and both are like oceans to the extent that you can't hold back the tide), so I'm cheerfully resigned to having all sorts of economic design included under the heading of market design. I guess we're just taking a very broad view of what constitutes a market...:)

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