The paper focuses on the interpretation of the change of enterprise ownership and the evolution of corporate governance by using the firm theory, analyzes the issue of present residue measurement rule (financial accounting mode) backwards to the enterprise ownership arrangement and the practice of corporate governance, then discusses the fe.

The paper makes a literature review on the distribution of enterprise residual rights and points out that the"mainstream view ",that is,residual claims and residual rights of control should belong to non-human capital owner symmetrically,is only one viewpoint among numerous firm theories.

What are the ways to check the moral hazard and enhance the efficiency of venture capital investment? What mechanism or governance can be employed as incentives to the entrepreneurs? The paper aims to explore the positive and negative incentive mechanisms used by the venture capitalists by way of utility, staged financing, residual control and residual claims.

Based on the foregoing analysis, we describe the system choice of the inspiration and restrict about entrepreneurs human capital, namely give entrepreneur residual control and partial residual claims.

They should share the residual claim and residual control of the firm.

By using the research results of firm theory such as residual claim and residual rights of control,and by exami ning char-acteristics of venture investment a nd mechanism of venture capital fund in our country,this paper moral haza rd of venture investment industry.

The research of the residual claim assignment of stock companies is not dealt with either in new classical property right theory or stakeholders theory.

The Incentives of the Claim to Residue Right in MBO Firm;

The embodiment of the arrangement is to match claim to residue with residual rights of control.