商事经营判断规则与我国公司法人治理结构之完善

Business Judgment Rules and China's Corporate Governance

通过对商事经营判断规则的内容解读和问题分析,揭示了商事经营判断规则的基本涵义:一方面保障董事的经营决策权;另一方面也对董事的行为准则提出了严格的要求。进一步讨论我国应如何引入和借鉴商事经营判断规则的成功经验,以及该规则对完善我国公司法人治理结构的意义。

The Business Judgment Rule was judicially created by American courts and designed to identify and distinguish common managerial mistakes and manager's negligence under Corporate Law. This paper reveals that the Rule' not only protects director's managerial perogative, but also sets forth stringent standards for director's conduct so that no means jeopardizes the effect of the Duty of Due Care. The paper continues to discuss China's loaning of the Rule,and its positive role in China's Corporate Governance and concludes the paper by clarifying the significance of perfecting China's corporate governance.