Globalizing Corporate Governance: Convergence of Form or Function

35 Pages Posted: 12 Jul 2000

See all articles by Ronald J. Gilson

Ronald J. Gilson

Stanford Law School; Columbia Law School; European Corporate Governance Institute (ECGI)

Date Written: May 2000


This paper examines the interplay between selection-driven functional adaptivity on the one hand, and formal institutional persistence or path dependency on the other, that will determine whether such corporate governance convergence as we observe will be formal or functional. Five combinations of formal and functional covergence are considered: 1) purely functional convergence, as with the displacement of inefficient management; 2) the use of formal tools to catalyze the breakdown of formal barriers to functional convergence as with the elimination of tax on the sale of cross holdings; 3) the need for elements of both formal and functional convergence as with the creation of the institutional infrastructure that supports a venture capital market; 4) convergence by contract as with security design or foreign stock exchange listing; and 5) convergence through regulatory competition -- the hybrid of private and public ordering introduced to the European Community by the European Court of Justice's recent decision in Centros.

JEL Classification: G2, G3, K0, K3

Suggested Citation

Gilson, Ronald J., Globalizing Corporate Governance: Convergence of Form or Function (May 2000). Stanford Law and Economics Olin Working Paper No. 192; and Columbia Law and Economics Working Paper No. 174. Available at SSRN: or

Ronald J. Gilson (Contact Author)

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