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To set a framework for the analysis, let us first describe roles for management and risk bearing in the set of contracts called a firm. Management is a type of labor but with a special role-coordinating the activities of inputs and carrying out the contracts agreed among inputs, all of which can be characterized as “decision making.” To explain the role of the risk bearers, assume for the moment that the firm rents all other factors of production and that rental contracts are negotiated at the beginning of each production period with payoffs at the end of the period. The risk bearers then contract to accept the uncertain and possibly negative difference between total revenues and costs at the end of each production period.
When other factors of production are paid at the end of each period, it is not necessary for the risk bearers to invest anything in the firm at the beginning of the period. Most commonly, however, the risk bearers guarantee performance of their contracts by putting up wealth ex ante, with this front money used to purchase capital and perhaps also the technology that the firm uses in its production activities. In this way the risk bearing function is combined with ownership of capital and technology. We also commonly observe that the joint functions of risk bearing and ownership of capital are repackaged and sold in different proportions to different groups of investors. For example, when front money is raised by issuing both bonds and common stock, the bonds involve a combination of risk bearing and ownership of capital with a low amount of risk bearing relative to the combination of risk bearing and ownership of capital inherent in the common stock. Unless the bonds are risk free, the risk bearing function is in part borne by the bondholders, and ownership of capital is shared by bondholders and stockholders.
However, ownership of capital should not be confused with ownership of the firm. Each factor in a firm is owned by somebody. The firm is just the set of contracts covering the way inputs are joined to create outputs and the way receipts from outputs are shared among inputs. In this “nexus of contracts” perspective, ownership of the firm is an irrelevant concept. Dispelling the tenacious notion that a firm is owned by its security holders is important because it is a first step toward understanding that control over a firm’s decisions is not necessarily the province of security holders. The second step is setting aside the equally tenacious role in the firm usually attributed to the entrepreneur.
本文旨在解释大型企业中典型的证券所有权和控制权分割是怎样成为经济组织的有效形式的。首先，我们放弃一家公司XX的假定。通常被认为是企业家职能的管理和风险承担自然被视为一系列合同（即“企业”）中的独立因素被处理。企业受到其他企业竞争的约束，被迫改进有效监督整个队伍及其个别成员业绩的手段。企业的个体参与者，尤其是企业管理者，在企业内外部都要正确面对市场为他们的服务所提供的准则和机会。
经济学家长期以来都在关注非企业证券持有人的管理者负责企业决策时产生的激励问题。 由此而产生的一个结果是企业“行为”和“管理”理论，该理论不接受仅仅谋求企业利润最大化的企业家或所有者与经理人合一的古典模型，而倾向于将重点放在演技也经理人的激励问题上，他们控制但不拥有企业，与古典的“经济人”截然不同。这一思路的支持者有鲍莫尔（1959）、西蒙（1959）、斯特和马奇（1963）、威廉姆森(1964)。
最近有更多的文献接近这一理论，拒绝古典的企业模型，但是仍然采纳企业内代理人的经济行为古典形式。企业被视作是生产要素间的一系列契约，每一种利益为其自我利益所驱使，由于其强调契约建立起来的组织中权利的重要性，这一理论以“财产权”的名义表征。阿尔钦和德姆塞茨(1972)以及延森和梅克林(1976)是这方面最杰出的的代表。他们的前驱者是科斯(1937,1960)。