An economic rationale for judicial decisionmaking in corporate law

This Article is prepared from various speeches given in early 1998 by Chief Justice Veasey. The thrust of these speeches is that stockholders have expectations that directors and courts should honor. From the courts' perspective, it is important that there be an economic rationale as a point of departure in judicial decisionmaking. In addition, courts have obligations to be clear, prompt, balanced, and stable in their decisionmaking. Directors have an obligation to direct the management of the company in accordance with a strategic plan they developed and to monitor the performance of the managers against that plan with honesty, care, and loyalty. The author offers aspirational paradigms to boards and courts in furtherance of these goals.