These core characteristics, both individually and in combination, offer important efficiencies in organizing the large firms with multiple owners that have come to dominate developed market economies. We explore those efficiencies in detail elsewhere. What is important to note here is that, while those characteristics and their associated efficiencies are now commonly taken for granted, prior to the beginning of the nineteenth century there existed only a handful of specially chartered companies that combined all five of these characteristics. The joint stock company with tradeable shares was not made generally available for business activities in England until 1844, and limited liability was not added to the form until 1855. While some American states developed the form for general use a few years earlier, all general business corporation statues appear to date from well after 1800. By around 1900, however, every major commercial jurisdiction appears to have provided for at least one standard-form legal entity with the five characteristics listed above as the default rules and this has remained the case ever sInce Thus there was already strong and rapid convergence a century ago regarding the basic elements of the law of business corporations. It is, in general, only in the more detailed structure of corporate law that jurisdictions have varied significantly since then The five basic characteristics of the corporate form provide, by their nature, for a firm that is strongly responsive to shareholder interests. They do not, however, necessarily dictate how the interests of other participants in the firm -such as employees, creditors other suppliers, customers, or society at large - will be accommodated. Nor do they dictate the way in which conflicts of interest among shareholders themselves-and particularly between controlling and noncontrolling shareholders-will be resolved Throughout most of the twentieth century there has been debate over these issues, and experimentation with alternative approaches to them Recent years, however, have brought strong evidence of a growing consensus on these issues among the academic, business, and governmental elites in leading jurisdictions. The principal elements of this consensus are that ultimate control over the corporation should be in the hands of the shareholder class; that the managers of the corporation should be charged with the obligation to manage the corporation in the interests of its shareholders; that other corporate constituencies, such as creditors 3. Henry Hansmann and Reinier Kraakman, What is Corporate Law?, Chapter 1 in Reinier Kraakman, Gerard Hertig, Henry Hansmann, hideki Kanda, eds, THE ANATOMY OF CORPORATE LAW: A COMPARATIVE AND FUNCTIONAL APPROACH(working draft, June 999); Henry Hansmann, The OWNERSHIP OF ENTERPRISE(1996) 4. Phillip Blumberg, THE LAW OF CORPORATE GROUPS: SUBSTANTIVE LAW, 9-20 (1988)3. Henry Hansmann and Reinier Kraakman, What is Corporate Law? , Chapter 1 in Reinier Kraakman, Gerard Hertig, Henry Hansmann, & Hideki Kanda, eds, THE ANATOMY OF CORPORATE LAW: A COMPARATIVE AND FUNCTIONAL APPROACH (working draft, June 1999); Henry Hansmann, The OWNERSHIP OF ENTERPRISE (1996). 4. Phillip Blumberg, THE LAW OF CORPORATE GROUPS: SUBSTANTIVE LAW, 9-20 (1988). 2 These core characteristics, both individually and in combination, offer important efficiencies in organizing the large firms with multiple owners that have come to dominate developed market economies. We explore those efficiencies in detail elsewhere.3 What is important to note here is that, while those characteristics and their associated efficiencies are now commonly taken for granted, prior to the beginning of the nineteenth century there existed only a handful of specially chartered companies that combined all five of these characteristics. The joint stock company with tradeable shares was not made generally available for business activities in England until 1844, and limited liability was not added to the form until 1855.4 While some American states developed the form for general use a few years earlier, all general business corporation statues appear to date from well after 1800. By around 1900, however, every major commercial jurisdiction appears to have provided for at least one standard-form legal entity with the five characteristics listed above as the default rules, and this has remained the case ever since. Thus there was already strong and rapid convergence a century ago regarding the basic elements of the law of business corporations. It is, in general, only in the more detailed structure of corporate law that jurisdictions have varied significantly since then. The five basic characteristics of the corporate form provide, by their nature, for a firm that is strongly responsive to shareholder interests. They do not, however, necessarily dictate how the interests of other participants in the firm -- such as employees, creditors, other suppliers, customers, or society at large -- will be accommodated. Nor do they dictate the way in which conflicts of interest among shareholders themselves – and particularly between controlling and noncontrolling shareholders – will be resolved. Throughout most of the twentieth century there has been debate over these issues, and experimentation with alternative approaches to them. Recent years, however, have brought strong evidence of a growing consensus on these issues among the academic, business, and governmental elites in leading jurisdictions. The principal elements of this consensus are that ultimate control over the corporation should be in the hands of the shareholder class; that the managers of the corporation should be charged with the obligation to manage the corporation in the interests of its shareholders; that other corporate constituencies, such as creditors