The business judgement rule – approach and application Cover Image

The business judgement rule – approach and application
The business judgement rule – approach and application

Author(s): Adina Ponta
Subject(s): Business Economy / Management, Law on Economics
Published by: Societatea de Stiinte Juridice si Administrative
Keywords: Business Judgement Rule; directors' liability; fiduciary duties; duty of care; Abstention Doctrine;

Summary/Abstract: The business judgment rule represents a central doctrine of corporate governance,due to its major implications on corporate directors' liability and to its infl uence on therelationship between shareholders and the board of directors. The interpretation of theRule as a behavioral standard or as an „abstention doctrine” can determinatively influencethe liability proceedings against directors who acted in consideration of their fiduciaryduties. This paper aims at analyzing the national legal provisions of the BusinessJudgement Rule and the compatibility of the legal provisions with the establishedinterpretations of the Rule that can be found in the foreign literature. Absent a case lawthat clarifies de approaches of the Business Judgement Rule by the national courts, theresearch analyzes the traditional Common Law approaches of the Rule and the obstacleswhich hinder a faithful transfer of the Rule in Romania. The objective of theseidentifications is to draw de lege ferenda proposals for an efficient application of the legalprovisions in the future. Considering that this Rule is the natural consequence of trust andof the powers granted to corporate directors, the conclusions of the research suggestsolutions for the stabilization of the continuous tension of the supreme values of thecorporate world: authority and liability.

  • Issue Year: 5/2015
  • Issue No: 10
  • Page Range: 25-44
  • Page Count: 20
  • Language: English