Over the last half-century, corporate law has moved from substance to process as the Delaware courts have avoided direct review of the merits of transactions, substituting review of the processes that brought the transactions about. This is a familiar observation, perhaps a truism. But it is a truism that is undertheorized. This article addresses the theory gap, suggesting a structural reason for the trend. Simply, the courts avoid reviewing substance because they lack a theory of value. The theoretical void disables direct evaluation of transactional merits. Process review avoids this problem. Processes and their operation are the lawyer’s stock in trade. Courts are very well equipped to understand legal processes and evaluate compliance with them. Given this epistemic familiarity, it is understandable that courts gravitate toward process review. The article supports this assertion with formal analyses of the relative merits of procedural and substantive models of fiduciary law from economic and epistemic perspectives. The article goes on to review the development of judge-made Delaware law, posing it as an exemplar of the salience of the article’s theoretical claim.

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