Research On The Introduction Of Business Judgment Rules In My Countr

Company Law of The People’s Republic of China(revised in 2005)established that directors must perform the duty of care in commerce,but the company law’s provisions on this duty are ambiguous,and The Supreme People’s Court has not issued a relevant judicial interpretation to clarify it.This aforementioned situation caused the confusion of judges in practicethe.At the same time,with the rapid development of our national economy,the number of companies has increased significantly,the scale of companies has expanded dramatically,and the power of directors has expanded accordingly.Therefore,how to reasonably investigate the responsibility of directors when the standard of the duty of care is ambiguous becomes a problem needed to be solved urgently.The business judgment rule originated in Anglo-American case law can provide lots of enlightenment on this issue.This legal system sees respecting director’s decision as the purpose,and establish operable rules for the judge to determine whether the director’s behavior meets the duty of care,so that business judgment rule,the duty of care and shareholder derivative litigation can form a beneficial whole to achieve the balance of director’s responsibility.However,whether the business judgment rule can work out this function depends on the specific design of this legal system.Therefore,when introducing this legal system in our country,it is necessary to examine the connotation,origin and legal basis of business judgment rule carefully,and demonstrate the necessity and feasibility of introducing this legal system,but clarifying the introducing path,constructing applicable requirements rationally,and improving related systems based on our country’s national conditions are also essential for system construction.In summary,the research idea of this thesis is based on the following points.First,Introducing an overview of business judgment rule to enable readers to understand this concept.Secondly,Analyzing the judicial dilemma caused by the lack of this legal system in our country’s current legislation,then discussing the necessity and feasibility of introducing business judgment rule into our country.Thirdly,Using the comparative perspective to study the application of this legal system in foreign,including the United States,Japan and Germany,and absorb the experience that our country can learn from.Finally,Building our country’s localized business judgment rule,including legislative positioning,specific construction ideas,and the improvement of related systems.