Study On The Introduction Of The Business Judgment Rule

In the modern corporate governance, the separation of ownership and management right is the typical functional structure of the company. In the process of company operating, the maximized interests of the investors expected depend on the right decision-making and management of the company directors. In the case of two rights separation, how to balance the interests of the shareholders and directors, both protect the interests of the shareholders and avoid moral hazard of directors in the process of the business management, and protect reasonable business decisions of directors, make them don’t worry about taking a loss that brought by the normal commercial risk has become prominent problems in the modern corporate governance modes.That is nearly two hundred years from the establishment of the business judgment rule until today. The business judgment rule plays an important role in sharing commercial risks reasonably between the shareholders and the directors, balancing the interests between the two, protecting the reasonable business decisions of the directors, limit the discretionary power of the judge, safeguard the company autonomy. Business judgment rule as a judicial review rule of the case law, its nature and function, origin and evolution, the impact of Japan and other countries, the necessity and feasibility of introducing the business judgment rule in China, the problems that need to pay attention to, and so on is the main content that the paper discusses. The paper mainly has four parts, the first part elaborates the basic theory of the business judgment rule, mainly includes the origin of the business judgment rule, its connotation and theoretical basis, properties and functions; The second part elaborates the current provisions about duty of diligence of our country, mainly introduces the current applied situation of the duty of diligence in our country, the existing problems, of introducing the business judgment rule; The third part elaborates the appliance of the business judgment rule in foreign countries, mainly introduces how the business judgment rule applied in the United States, Australia and Japan, and the enlightenment on our country; The fourth part elaborates the prospects about our country introducing the business judgment rule, mainly introduces the necessity, the feasibility, the form and content of introducing the business judgment rule in China, the problems about introducing the business judgment rule that our country need to pay attention to.