The business judgement rule – approach and application

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

Juridical Tribune - Review of Comparative and International Law, 2015, vol. 5, issue 2, 25-44

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.

Keywords: Business Judgement Rule; directors' liability; fiduciary duties; duty of care; Abstention Doctrine (search for similar items in EconPapers)
JEL-codes: K20 K22 K41 (search for similar items in EconPapers)
Date: 2015
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Citations: View citations in EconPapers (1)

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Persistent link: https://EconPapers.repec.org/RePEc:asr:journl:v:5:y:2015:i:2:p:25-44

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