| I Purposes of This Thesis The Business Judgment Rule is a rule in the field of American corporation law with unique features. First, it is basically a kind of liability discharging mechanism provided by American courts for the protection to Directors (i.e. the courts will protect directors from liability if they are reasonably informed when making the business judgment and make such judgment from good faith and for the best interest of the corporation in spite of the damage it caused to the corporation).In view of the obvious trend of "the Directors-Centered Doctrine " and the increased venture the directors will face when making business judgment , it will be helpful and valuable to make deep research in the ways of how to protect directors and encourage their entrepreneur so as to promote the social efficiency and realize the legal value of justice and transaction security. As one of the most developed state in the world today, America shall attribute much of the economic success to its highly developed corporation law system. And as for China in its early stage of corporation law development, it shall make good study in American Corporation law in order to learn the useful experience in all aspects.II Main Structure and Content of this ThesisThe main structure and content of this thesis are as the following:Exordium. Introduce the trend of " Directors-centered Doctrine" in the international corporation field, and explain the normal theory in relationship between directors and corporation itself aiming at highlighting the significance of directors' making decisions in expanding corporations as well as the outstanding ventures directors will face, thereby to evidencing the necessity in providing the relevant protection to directors and in this way to introduce the Business Judgment Rule, the main topic of the thesis hereof. Chapter One, the Business Judgment Rule in American Corporation Law. Section 1, the Concept of Business Judgment Rule and its Application Premises. In this Section, explain the case sources of this rule, its concept and statutory definition, its applicable objects, the application premises and how it is related to the Business Judgment Doctrine. Section 2, The Application of Business Judgment Rule in All American Corporation sub fields. In this section, a large number of cases are introduced to explain how American Courts in different jurisdiction apply this usefulrule in the corporation sub fields like corporation management, corporation takeovers and anti-takeovers, the derivative suits and other fields of this kind, based on which the author summarizes some features of the rule's application.Chapter 2, The Relations between Business Judgment Rule and Other Similar Concepts. Section 1, How It Is Related to Director's Duty of Care. In this section, describe in detail the diverse opinions among American scholars in understanding the relationship between the two concepts, thereby put forward the author's personal idea in understanding the close and delicate relationship of the Rule and the Duty of Care. Section 2, How It Is Related to Director's Duty of Loyalty. In this section, several relevant cases are introduced to explain how the Rule conflicts and at the meantime supply the Director's Duty of Loyalty. Section 3, How It Is Related to the Duty of Care in the Tort Law. In this section, try to explain the likelihood of the two concepts on surface but the actual difference in the standards applied to Directors under the Business Judgment Rule and that is applied to persons engaged in other occupations, and the reasons leading to such differences. Section 4, Summary on the Legal Features of the Business Judgment Rule. In this part, a summary is produced on the features of the rule in respects of substance law and procedural law as well as its legal effects, which the former half part of this thesis is ended and the next half part is based on.Chapter 3, Economic Analysis of Law on Business Judgment Rule. Section 1, Economic Analysis of Law and Relevant Concepts... |
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