Author ORCID Identifier
https://orcid.org/0009-0004-9962-6878
Document Type
Article
Publication Title
New York University Journal of Law and Business
Abstract
The central purpose of corporate law is to facilitate the relationship between the shareholders who provide the corporation’s equity capital and the managers who make the bulk of corporate decisions. Although select aspects of corporate law consider the economic merits of those decisions (“substance”), the bulk of corporate law regulates the procedures by which a corporation’s managers reached those decisions (“process”). Moreover, recent judicial decisions have tended to push corporate law even further toward process-centered considerations. Courts have defended such tendencies on the basis that the courts charged with reviewing disputed corporate decisions are often better at evaluating process than engaging in financial analysis, an argument with which this Article largely agrees.
That said, the courts have often overlooked the difficulties with analyzing process and the complex relationship between process and substance, which are sometimes inseparable as a practical matter. This has led to doctrines and rules that have failed to deliver on promises of more straightforward judicial review, unintentionally redirected courts back into substantive analyses of business decisions, burdened defendants with unexpected costs, and left plaintiffs without a meaningful remedy despite plain misconduct. As this Article contends, there is significant room for improvement in our understanding of the interactions between substance and process and thus throughout corporate law’s various legal standards.
First Page
187
Last Page
264
Publication Date
Spring 2024
Recommended Citation
James An, Substance and Process in Corporate Law, 20 N.Y.U. J. L. & Bus. 187 (2025).
Creative Commons License
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