Research On Introducing Commercial Judgment Rules Into Chinese Company Law

Business judgment rule originated in the United States. If the director’s decision satisfies the procedural requirements of the business judgment rule, such as goodwill, rational knowledge, for the benefit of the company etc, the director needs not assume legal responsibility for it, even if this decision has made great losses to the company. This rule provides a judicial standard for the court to determine whether a director violates his obligation of care and.avoids putting too much obligation on directors, which is why it is called "safe haven" of directors.The paper, taking the concept of business judgment rule as the breakthrough point, introduces generation and development of the rule and the law significance, for a macro understanding of this rule. The present company law structure and the realistic requirement of justice lead to the necessity of introducing the business judgment rule in China. At the same time, introducing the business judgment rule of the United States and Japan, is of great significance for related research in China. The purpose of this paper is how to introduce to our country the business judgment rule.This paper will be divided into four parts:The first part:summary of business judgment rule. Although the business judgment rule in the United States has a history of nearly two hundred years, it still has not formed a unified understanding. This article attempts to introduce the concept, origination and development of business judgment rule, as well as its legal significance on macro in the first part, which will also make a theoretical foundation for later the introduction of the United States and Japan’s business judgment rule.The second part:the necessity of introducing the business judgment rule in China. This part mainly includes the present situation of our country company law structure, the judicial practical situation and dilemmas in corporate governance. It is right such vacancy, difficulty and need, that makes the introduction of business judgment rule have the vital significance.The third part:the business judgment rule in the United States and Japan as well as the enlightenment they give to our country. United States as the birthplace of business judgment rule, whose introduction can give us a deeper and more comprehensive understanding of this rule. The introduction of the United States mainly includes:the business judgment rule and duty of care, its main content, the evaluation of this rule and the enlightenment to our country. Japan successfully introduced the business judgment rule, and gradually formed its own features, which is quite of significance on how to introduce the business judgment rule. The introduction of the Japanese business judgment rule also adopts the same way as the United States’s.The fourth part:how to introduce the business judgment rule to our country. Some suggestions will be put forward in this part, including how to treat the relation between the duty of care and the business judgment rule, the path of the introduction of business judgment rule, the content of this rule.