The Costs and Benefits of Ownership: A Theory of Vertical and Lateral Integration
提出合同权利分为特定权利和剩余权利，当列举所有特定权利成本过高时，一方购买全部剩余权利即所有权是最优的，但会导致另一方失去控制权从而产生扭曲。企业1收购企业2的条件是，其控制权带来的管理效率提升大于企业2因失去控制权而损失的管理效率。
Our theory of costly contracts emphasizes that contractual rights can be of two types: specific rights and residual rights. When it is costly to list all specific rights over assets in the contract, it may be optimal to let one party purchase all residual rights. Ownership is the purchase of these residual rights. When residual rights are purchased by one party, they are lost by a second party, and this inevitably creates distortions. Firm 1 purchases firm 2 when firm 1's control increases the productivity of its management more than the loss of control decreases the productivity of firm 2's management.