Research On The Judicial Application Of Business Judgment Rules

The business judgment rule,as a defense that effectively grants directors and other executives of companies immunity from liability,helps to stimulate the enthusiasm of directors and executives of companies to innovate,but the current company law in China has not yet provided for this,and there are many controversies in the theoretical community.These questions are not only the theoretical responses necessary to optimize the judicial practice of business judgment rules in China,but also contribute to the possible scientific legislation in the future,therefore,the judicial practice of business judgment rules in China is reviewed,and reveal the problems and optimization of the way forward because of this paper becomes the main objective of the study.After analyzing the basic theory of commercial judgment rules,this paper takes the current situation of judicial practice of commercial judgment rules as a starting point,and after conducting extraterritorial research on commercial judgment rules in view of the problems in judicial practice,it puts forward suggestions for improving the system of commercial judgment rules from the aspects of transplantation path,substantive elements and judicial application of commercial judgment rules.The first chapter focuses on the basic theoretical analysis of business judgment rules.Explain the Historical origins of business judgment rules and introduce the institutional elements of business judgment rules.The value of the independent existence of the business judgment rule is highlighted by distinguishing the business judgment rule from the duty of diligence.By elaborating the necessity of localization of business judgment rules and examining the national situation of localization of business judgment rules,the Chinese context of localization of business judgment rules is comprehensively analyzed,and the practical necessity and feasibility of localization of business judgment rules are emphasized.Chapter 2 mainly summarizes and analyzes the situation of judicial practice of business judgment rules in China.Through the overall situation of the judicial application of commercial judgment rules and the statistical analysis of judicial decisions,it is pointed out that there are differences and problems in the application of commercial judgment rules in China,such as differences in whether to apply commercial judgment rules,lack of unified review standards,too simple reasons for judgments,confusion in concepts and scope of application,and neglect of judicial modesty.The third chapter focuses on the extraterritorial study of the business judgment rule.By introducing and analyzing the legal sources,evidence distribution systems,review standards and other rules of the leading countries that have studied and explored commercial judgment rules,it helps to seek for a better institutional arrangement with Chinese characteristics based on our national conditions in the following chapter.Chapter 4 focuses on the institutional improvement of business judgment rules.On the one hand,combined with the contents of the first three chapters,a path for transplanting commercial judgment rules suitable for China’s national conditions is proposed,which can clarify the effect of guiding cases and communiqué cases in the judicial application of commercial judgment rules on the basis of codifying commercial judgment rules.On the other hand,from the perspective of optimizing the constituent elements,the controversial or perplexing issues in judicial practice raised in Chapter II are clarified.In addition,the judicial application of commercial judgment rules is optimized through the establishment of judicial review standards,the rational allocation of the burden of proof,and the improvement of judicial application procedures.