Judicial Uncertainty in Corporate Pay

A rising doctrinal trend—treating a director’s deference to a powerful founder as a transaction‑specific ‘controller’ status—lets courts rescind shareholder‑approved deals ex post. That creates legal uncertainty for large corporate transactions (especially founder‑linked incentives) and risks driving incorporations, listings, and capital away from jurisdictions perceived as unpredictable. — If courts keep expanding after‑the‑fact standards for controller status, the resulting uncertainty will reshape where companies incorporate, how boards structure pay, and whether capital markets trust a jurisdiction’s law—making corporate law doctrine a macroeconomic lever.