1. FACTORS GOVERNING THE APPLICATION OF THE BUSINESS JUDGMENT RULE: AN EMPIRICAL STUDY OF THE US, UK, AUSTRALIA AND THE EU.
- Author
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Andrés Laguado Giraldo, Carlos
- Subjects
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BUSINESS judgment rule , *CORPORATION law , *COMMERCIAL law - Abstract
Briefly, the business judgment rule (BJR) can be defined as a doctrine that protects officers and directors from personal liability only if they have acted in good faith, with due care, and within the officer or director's authority. This paper intends to show what I have called different models of application of the BJR, that is, the implied-low model, the explicit-medium model and the statutory-high model. It examines factors that have led to these models of application and argues, based on this enquiry, that the chances of a uniform model of application of the BJR are very slim. The paper also argues that modern corporate trends of accountability and economic efficiency may lead the corporate systems to implement a medium or high model of application of the BJR. In the first chapter of this paper we discuss the basic elements and rationales of the BJR. In the second chapter, the construction of the rule in the US, the UK, Australia and the EU is addressed. In the third chapter, we determine the core and marginal factors that influence the adoption of the different models of application of the BJR. Finally in the fourth chapter we determine whether it is plausible to adopt a uniform model of application of the BJR and if the trends of accountability and economic efficiency call for a specific model of application of the BJR. [ABSTRACT FROM AUTHOR]
- Published
- 2006