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The business judgement rule – approach and application

Author

Listed:
  • Adina Ponta

    (Faculty of Law, Babes-Bolyai University, Cluj-Napoca)

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 the relationship between shareholders and the board of directors. The interpretation of the Rule as a behavioral standard or as an „abstention doctrine” can determinatively influence the liability proceedings against directors who acted in consideration of their fiduciary duties. This paper aims at analyzing the national legal provisions of the Business Judgement Rule and the compatibility of the legal provisions with the established interpretations of the Rule that can be found in the foreign literature. Absent a case law that clarifies de approaches of the Business Judgement Rule by the national courts, the research analyzes the traditional Common Law approaches of the Rule and the obstacles which hinder a faithful transfer of the Rule in Romania. The objective of these identifications is to draw de lege ferenda proposals for anefficient application of the legal provisions in the future. Considering that this Rule is the natural consequence of trust and of the powers granted to corporate directors, the conclusions of the research suggest solutions for the stabilization of the continuous tension of the supreme values of the corporate world: authority and liability.

Suggested Citation

  • Adina Ponta, 2015. "The business judgement rule – approach and application," Juridical Tribune - Review of Comparative and International Law, Bucharest Academy of Economic Studies, vol. 5(2), pages 25-44, December.
  • Handle: RePEc:asr:journl:v:5:y:2015:i:2:p:25-44
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    Citations

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    Cited by:

    1. Adina Ponta, 2016. "Good faith in corporate law – an independent fiduciary duty or an element of the duty of loyalty?," Juridical Tribune - Review of Comparative and International Law, Bucharest Academy of Economic Studies, vol. 6(2), pages 117-133., December.

    More about this item

    Keywords

    Business Judgement Rule; directors' liability; fiduciary duties; duty of care; Abstention Doctrine;
    All these keywords.

    JEL classification:

    • K20 - Law and Economics - - Regulation and Business Law - - - General
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law
    • K41 - Law and Economics - - Legal Procedure, the Legal System, and Illegal Behavior - - - Litigation Process

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