basic idea price offer matching clauses vince basic idea alluding suppose car dealer promised match advertised price competitor would feel need respond kind dealers advertised would match advertised price consider one dealer decision perhaps lower prices everyone immediately match price market share remain unchanged whatever revenues dealers well would lowered amount price reduction dealer rationally decides lower prices try sell cars suppose limited partnership partners contract control business putting right first refusal clause partnership papers whereby partner wishing sell interests must offer remaining partners right match offer partner received outside shares suppose outsider considering due diligence thought might want buy partnership know offer good one perspective offering prospects fair rate return existing partners match get nothing deal paid pocket due diligence conversely offer much shares partners match offer realize overpaid neither case credibly assume know business current partners basically make offer partner shares seriously devalued partners right match offers receives right first refusal clause precludes economically efficient rebalancing portfolios rendering shares essentially illiquid clayton