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.