Limitation of Liability and the Ownership Structure of the Firm
建模了股东责任的最优选择，发现当清算财富有成本时，或有责任优于直接投资作为财富承诺机制，但若财富不可观测，均衡中只有相对贫穷的投资者持股，可通过验证财富和限制股票转让来防止。
This paper models the optimal choice of shareholder liability. If investors want managers to be monitored, the monitors should be residual claimants (shareholders), and monitoring and firm value will increase as shareholders commit more of their wealth to the firm. When liquidating wealth is costly, contingent liability dominates direct investment as a wealth commitment device; however, if wealth is unobservable, under this regime only relatively poor investors will hold shares in equilibrium. This may be prevented at a cost by verifying shareholder wealth and restricting stock transfers. Comparative statics on various liability regimes are used to motivate actual contractual arrangements.