On Application Of Business Judgment Rule In State-owned Enterprises

The Business Judgment Rule is a rule in the field of American corporation law. It is basically a kind of liability discharging mechanism provided by American courts for the protection to Directors. The courts will protect directors from liability if they are reasonably informed when making the business judgment and make such judgment from good faith and for the best interest of the corporation in spite of the damage caused to the corporation. And it has triple nature: first, it protects the directors efficiently; second, it serves as specific judgment criterion when there is little concrete conception of"duty of care"; Third , it is an action rule in court. This article noticed the triple nature. The main structure and content of this thesis are as the following:Exordium. The author raised an important question that if the BJR can apply to Chinese law system. And then we found that there may exists some cases using this clause. So we can't help to ask"how to apply this rule in Chinese enterprises, especially in state-owned enterprises?"Around this question, we summarized all the relative study at home and abroad. But there is little material to do a research.I. the Business Judgment Rule in American Corporation Law. Section 1,theConcept of Business Judgment Rule and its Application Premises .In this Section, explain the case sources of this rule, its concept and statutory definition ,its applicable objects ,the application premises and how it is related to the Business Judgment Doctrine. Then we tell a difference between the BJR with"the duty of care". At last, we introduce the experiences in Japan and AustraliaII. First we reviewed the possibilities of importing the BJR to China. Then we observed two representative cases in China. From the cases, we summarized several new constituents of the BJR in China. So ,we tried to established our own Business Judgment Rule.III. In this section, we must have noticed that the directors of state-owned enterprises were not easy to be held for punishment. But we think that the BJR can totally get the system out of this dilemma. Along the logic trace, we discussed the possibilities of this thought. And compared to the private enterprises, there should exist some differences in the unique circumstance. That's the important points of the whole article.IV. The BJR's general significance. Based on the previous jurisprudential analysis to the rule, we summarized it's general significance in perfecting the corporation legal system and in other area.Conclusion. Reviewed the whole article's structure and make anticipation on the bright future in this aspect.