The paper offers a selective survey on the incomplete contracts approa
ch to privatization. Furthermore, a simple model of privatization to a
n owner-manager is developed in which different allocations of ownersh
ip rights lead to different allocations of inside information about th
e firm which in turn affect allocative and productive efficiency. In t
his model, privatization is a commitment device of the government to c
redibly reward the manager for a successful cost reduction and to hard
en his budget constraint.