Abstract: 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.

Key words: limited partnership; bargaining; principal-agent theory; contract design