چکیده:
The business judgment rule refers to the presumption that corporate managers are not liable for damages resulting from decisions made in good faith. This rule exempts managers from civil and criminal liability for losses incurred by the company due to their decisions, even if those decisions were erroneous. The application of this rule occurs after reviewing a set of preliminary conditions, and judges, provided those conditions exist and regardless of the decision's outcome or potential damages, should not review the substance of the managers' decisions. The basis of this rule is that if the authority to manage corporate affairs is granted to managers, it is necessary to protect them against potential shareholder lawsuits regarding the exercise of this authority. Otherwise, professional managers will not be able to manage companies optimally, as the risk of assuming liability prevents decision-making and the exercise of authority. Thus, the business judgment rule should be considered a rule that, in the absence of a breach of fiduciary duties (absence of personal interest, care, and good faith), prevents judges from any judicial review regarding decisions. This indicates that the aforementioned rule should not be considered identical to the rule of civil liability. This article examines the emergence and conditions for applying the business judgment rule in the courts of the State of Delaware, USA, as well as examines the existence of this rule in Iran.
خلاصه ماشینی:
Liability of Directors in Light of the Business Judgment Rule; with emphasis on Delaware State Law, USA Mohammad Soltani Vahideh Gholamy Abstract The business judgment rule refers to the presumption that directors of companies are not liable for damages resulting from decisions they have made in good faith.
Accordingly, in this article, the business judgment rule is presented as a rule that, in the event of no breach of the director's fiduciary duties (absence of personal interest, care, and good faith), prohibits judges from any judicial review regarding the decisions.
Therefore, in this article, it is attempted to show that, considering the corporate law system in the state of Delaware and by referencing the historical course of the business judgment rule, if the competence to manage company affairs belongs to the directors, it is necessary for the business judgment rule to protect this competence, and this protection must take the form of refraining from reviewing the decisions of the directors.
Although some authors believe that the Business Judgment Rule is overly protective and that this is not a desirable state for corporate law (Lawrence, 1999:1133); however, these observations, on the other hand, do not negatively affect the risk-taking of directors, nor do they confront courts with the difficulty of reviewing a decision without having a correct criterion for it.
2d 244, 264 (Del. 2000) (en banc) The court stated in this case, "that a director has not exercised special care in the exercise of his authority is an alien concept in the business judgment rule because judges do not substantively review the decisions of directors.
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