employees, suppliers, and customers should have their interests protected by contractual and regulatory means rather than through participation in corporate governance; that noncontrolling shareholders should receive strong protection from exploitation at the hands of controlling shareholders; and that the principal measure of the interests of the publicly traded corporations shareholders is the market value of their shares in the firm. For shall refer to the view of the corporation that comprises these elements the" standard shareholder-oriented model of the corporate form (or, for brevity, simply"the standard model). To the extent that corporate law bears on the implementation of this standard model -as to an important degree it does-this consensus on the appropriate conduct of corporate affairs is also a consensus as to the appropriate content of corporate law, and is likely to have profound effects on the structure of that law Thus, just as there was rapid crystallization of the core features of the corporate form in the late nineteenth century, at the beginning of the twenty-first century we are witnessing rapid convergence on the standard shareholder-oriented model as a normative view of corporate structure and governance, and we should expect this normative convergence to produce substantial convergence as well in the practices of corporate governance and in corporate law There are three principal factors driving consensus on the standard model: the failure of alternative models the competitive pressures of global commerce; and the shift of interest group influence in favor of an emerging shareholder class. We consider these developments here in sequence II. THE FAILURE OF ALTERNATIVE MODELS Debate and experimentation concerning the basic structure of corporate law during the twentieth century centered on the ways in which that law should accommodate the interests of non-shareholder constituencies. In this regard, three principal alternatives to a shareholder-oriented model were the traditional foci of attention We term these the manager-oriented, the labor-oriented, and the state-oriented models of corporate law Although each of these three alternative models has-at various points and in various jurisdictions -achieved some success both in practice and in received opinion, all three have ultimately lost much of their normative appeal Recent academic literature has focused on the stakeholder model of the corporation as the principal alternative to the shareholder-oriented model. The stakeholder model, however, is essentially just a combination of elements found in the older manager-oriented and labor-oriented models. Consequently, the same forces that have been discrediting the latter models are also undermining the stakeholder model as a viable alternative to the shareholder-oriented model3 employees, suppliers, and customers should have their interests protected by contractual and regulatory means rather than through participation in corporate governance; that noncontrolling shareholders should receive strong protection from exploitation at the hands of controlling shareholders; and that the principal measure of the interests of the publicly traded corporation’s shareholders is the market value of their shares in the firm. For simplicity, we shall refer to the view of the corporation that comprises these elements as the “standard shareholder-oriented model” of the corporate form (or, for brevity, simply “the standard model”). To the extent that corporate law bears on the implementation of this standard model – as to an important degree it does – this consensus on the appropriate conduct of corporate affairs is also a consensus as to the appropriate content of corporate law, and is likely to have profound effects on the structure of that law. Thus, just as there was rapid crystallization of the core features of the corporate form in the late nineteenth century, at the beginning of the twenty-first century we are witnessing rapid convergence on the standard shareholder-oriented model as a normative view of corporate structure and governance, and we should expect this normative convergence to produce substantial convergence as well in the practices of corporate governance and in corporate law. There are three principal factors driving consensus on the standard model: the failure of alternative models; the competitive pressures of global commerce; and the shift of interest group influence in favor of an emerging shareholder class. We consider these developments here in sequence. III. THE FAILURE OF ALTERNATIVE MODELS Debate and experimentation concerning the basic structure of corporate law during the twentieth century centered on the ways in which that law should accommodate the interests of non-shareholder constituencies. In this regard, three principal alternatives to a shareholder-oriented model were the traditional foci of attention. We term these the manager-oriented, the labor-oriented, and the state-oriented models of corporate law. Although each of these three alternative models has -- at various points and in various jurisdictions -- achieved some success both in practice and in received opinion, all three have ultimately lost much of their normative appeal. Recent academic literature has focused on the “stakeholder” model of the corporation as the principal alternative to the shareholder-oriented model. The stakeholder model, however, is essentially just a combination of elements found in the older manager-oriented and labor-oriented models. Consequently, the same forces that have been discrediting the latter models are also undermining the stakeholder model as a viable alternative to the shareholder-oriented model