IDEAS home Printed from https://ideas.repec.org/a/ids/ijcgov/v1y2009i4p337-365.html
   My bibliography  Save this article

Process as currency with the courts: judicial scrutiny of directors' decisions

Author

Listed:
  • Jonathan Macey
  • Geoffrey Miller

Abstract

A critical issue in corporate governance around the world is how much deference should be allocated to boards of directors and management. This paper addresses this question from a positive normative perspective and concludes that the amount of deference accorded to corporate decisions (and to decisions made in other contexts) is a function of the amount of process that boards and managers have used in arriving at such decisions. Courts and legislatures defer to decisions by corporate boards of directors when those boards have constructed and utilised a procedural infrastructure for their decision making that courts deem satisfactory.

Suggested Citation

  • Jonathan Macey & Geoffrey Miller, 2009. "Process as currency with the courts: judicial scrutiny of directors' decisions," International Journal of Corporate Governance, Inderscience Enterprises Ltd, vol. 1(4), pages 337-365.
    • Handle: RePEc:ids:ijcgov:v:1:y:2009:i:4:p:337-365
    as

    Download full text from publisher

    File URL: http://www.inderscience.com/link.php?id=32724
    Download Restriction: Access to full text is restricted to subscribers.
    ---><---

    As the access to this document is restricted, you may want to search for a different version of it.

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:ids:ijcgov:v:1:y:2009:i:4:p:337-365. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    We have no bibliographic references for this item. You can help adding them by using this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Sarah Parker (email available below). General contact details of provider: http://www.inderscience.com/browse/index.php?journalID=260 .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.