基于讨价还价的私募基金机制比较研究

作为私募基金的主要形式，有限合伙制具有比公司制更高的激励作用，原因可能是两者在契约设计上的不同。本文引入讨价还价模型对公司制与有限合伙制进行分析，求解了两种机制下的均衡契约。研究发现，股东(或有限合伙人)和经理(或普通合伙人)之间的博弈等价于包含外部选择的讨价还价博弈，当经理保留收益不断提高，有限合伙制将逐步取代公司制。进一步地，有限合伙制将给出更高的分成比例，进而实现更高的激励，更有效地利用人力资本。

A Comparison of Mechanisms in Private Equity Funds Based on the Bargaining Model

The limited partnership form has taken place of the corporate form and becomes the predominant organizational form of PE funds. The difference of these two organization forms is discussed. A distinct difference between a limited partnership and a corporation is the status of managers/general partners who are responsible for the daily management within the firm: in a limited partnership, general partners have stronger control over the internal affairs of the firm, while in a corporation, managers take orders from the corporation’s shareholders. The bargaining power of managers/general partners may account for this difference and also leads to the different compensation contracts when firms of different forms are founded. Based on the premise that selection of organizational form of a firm is determined by the bargaining power of all parties within the firm, theoretic models are proposed combining Rubinstein bargaining model and principal-agent theory and equilibrium compensation contracts are solved. Reservation incomes are adopted as the measure of bargaining power of each party, and with the increase of managers’ reservation incomes(i.e., their bargaining power) in a corporation, the limited partnership form will gradually replace the corporate form. Under certain conditions, limited partnerships provide compensation contract with higher profit sharing ratio than corporations and thus the limited partnership form shows higher degree of incentive and can better exploit the human capital. A comparison of the two organizational forms is made by theoretic models and provides an explanation of the changes of PE funds in organizational forms.