SUBSTANCE AND PROCESS IN CORPORATE LAW.

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. [ABSTRACT FROM AUTHOR]