Prof. Ron Gilson (In memoriam)

It is with great sadness that ECGI and our members mourn the loss of Ron Gilson, who passed away on 12 October 2026 at the age of 80.

Ron was the Charles J. Meyers Professor of Law and Business at Stanford Law School and the Marc and Eva Stern Professor of Law and Business at Columbia Law School until his retirement in 2023. A former practising lawyer, he bridged theory and practice like few academics of his generation: his 1984 article Value Creation by Business Lawyers opened a new field and inspired the teaching of deals around the world, and his work on corporate governance, controlling shareholders and comparative corporate law helped define the modern study of corporate law.

Ron was one of the people who built ECGI as it stands today, and ECGI is part of his legacy. His engagement with European corporate governance began long before the Institute existed. In 1992 he wrote on harmonising European takeover law, and from the first seminar of the Swedish Corporate Governance Forum in Stockholm in 1993 he worked closely with Rolf Skog and Mats Isaksson on the Nordic model of ownership and control, a conversation that runs from his 2006 Harvard Law Review article on controlling shareholders to his comment on the Nordic model in 2014.

As a Fellow and Research Member of ECGI, he brought this transatlantic perspective into the heart of the Institute. He spoke at the launch of the Transatlantic Corporate Governance Dialogue in Brussels in 2004, and when Columbia University took over from the American Law Institute as ECGI's US partner in 2008, he became co-convener of the Dialogue on behalf of Columbia. He opened the conferences in Washington in 2009 and in Brussels in 2010 with ECGI's Chairman Antonio Borges, and chaired the conferences at the SEC in 2011 and 2013, bringing regulators, judges, investors and scholars from both sides of the Atlantic together. His scholarship was part of the Institute's life: he twice won the prize for the best paper in the ECGI Law Working Paper Series, in 2006 for Controlling Shareholders and Corporate Governance: Complicating the Comparative Taxonomy, the paper that grew out of his Stockholm lecture, and in 2017 for From Corporate Law to Corporate Governance.

The Global Corporate Governance Colloquia (GCGC) was Ron's idea and the natural next step, taking the project global: a partnership of the world's leading universities in corporate governance, launched at Stanford in 2015. Over the years GCGC has become ECGI's flagship conference. Each year it brings together scholars of law, economics and finance from across the world in the comparative, interdisciplinary tradition Ron embodied, and much new work has been born there, on questions no single discipline or country could answer alone.

We will miss his intellect, his generosity and his friendship. We extend our deepest condolences to Nina and to his family.

Marco Becht
Executive Director, ECGI

Scholarship

Ron clerked for Chief Judge David L. Bazelon of the US Court of Appeals for the D.C. Circuit and was a partner in a San Francisco corporate law firm before joining the Stanford faculty in 1979. He became the Charles J. Meyers Professor of Law and Business at Stanford (now emeritus) and the Marc and Eva Stern Professor of Law and Business at Columbia Law School, and was a Senior Fellow of the Stanford Institute for Economic Policy Research. His work centred on the law and economics of corporate governance and on the economic structure of transactions and complex contracting, across more than 90 articles. He was a Fellow of the American Academy of Arts and Sciences and a Reporter for the American Law Institute’s Corporate Governance Project (1985–94). He was appointed as a Fellow of ECGI in 2003.

Takeovers and the lawyer as “transaction cost engineer” (1980s)

His early work argued against management defensive tactics in tender offers (“A Structural Approach to Corporations: The Case Against Defensive Tactics in Tender Offers”, Stanford Law Review, 1981). In “Value Creation by Business Lawyers” (Yale Law Journal, 1984) he explained how deal lawyers create value by reducing transaction costs. The same year, with Reinier Kraakman, he published “The Mechanisms of Market Efficiency” (Virginia Law Review, 1984), a landmark of securities law scholarship explaining how information comes to be reflected in prices. The two revisited it thirty years later in an ECGI working paper (“Market Efficiency after the Financial Crisis”, 2014).

Comparative governance, venture capital and innovation (1990s–2000s)

With Mark Roe he studied Japanese corporate governance (“Understanding the Japanese Keiretsu”, Yale Law Journal, 1993). With Bernard Black he showed why venture capital flourishes alongside active stock markets (“Venture Capital and the Structure of Capital Markets: Banks versus Stock Markets”, Journal of Financial Economics, 1998). His study of Silicon Valley and Route 128 (“The Legal Infrastructure of High Technology Industrial Districts”, NYU Law Review, 1999) linked California’s refusal to enforce non-compete clauses to the Valley’s success. “Globalizing Corporate Governance: Convergence of Form or Function” (2001) and, with Jeffrey Gordon, “Controlling Controlling Shareholders” (2003) shaped the comparative debate, followed by his prize-winning “Controlling Shareholders and Corporate Governance: Complicating the Comparative Taxonomy” (Harvard Law Review, 2006). With Charles Sabel and Robert Scott he developed a theory of “Contracting for Innovation” (Columbia Law Review, 2009).

Agency capitalism and the shape of modern governance (2010s–2020s)

With Henry Hansmann and Mariana Pargendler he wrote on “Regulatory Dualism as a Development Strategy” (ECGI working paper, 2010), and with Curtis Milhaupt on state capitalism and “Economically Benevolent Dictators”. With Jeffrey Gordon he wrote “The Agency Costs of Agency Capitalism” (Columbia Law Review, 2013), a central text on institutional investors and activist hedge funds, and later “Board 3.0”, proposing a private-equity-style model for public-company boards. His 2016 “From Corporate Law to Corporate Governance”, written for the Oxford Handbook of Corporate Law and Governance, won ECGI’s Law prize. His late work with Curtis Milhaupt, “Shifting Influences on Corporate Governance” (Harvard Business Law Review, 2022), and his Festschrift essay for Rolf Skog returned to a lifelong theme: there is no single, stable answer in corporate governance.