本文发展了一个简化的最优委托权安排模型,来说明生产商竞争是最优委托权从生产商转向销售商的根本原因,从而对所谓的“代理商制失灵”现象做出解释。我们证明,当不存在生产商竞争或竞争不很剧烈时,从提高激励的角度讲,生产商或销售商谁拥有委托权无差异;此时,拥有委托权的一方将获得由代理人支付的正的“委托人租金”;当存在生产商竞争时,由于生产商激励相容而销售商激励不相容,因而由销售商拥有委托权要优于由生产商拥有委托权。所谓的“代理商制失灵”现象是市场为了保持或提高效率,在生产商竞争存在的条件下的一种自发反应。 This paper develops a simplified optimal delegation model to illustrate that the competition between producers is the root cause of the optimal delegation from producer to seller, so as to explain the so-called “failure of agency system.” We show that, in the absence of competition or competition among producers, there is no difference in the incentive of the producer or seller who owns the delegation; at this point, the party who owns the delegation will be paid by the agent Positive “” client rent “; when there is competition from the manufacturer, due to incompatibility of vendor incentives and incompatibility of vendor incentives, vendor-owned trusts are superior to producers-owned delegation. The so-called ”agency failure " phenomenon is the market in order to maintain or improve efficiency, in the presence of the manufacturer under the conditions of a spontaneous reaction.