經營判斷의 原則

Business Judgment Rule

&nbsp;&nbsp;The derivative suit is hedged about by several obstacles. The most fundamental obstacle is the business judgment rule and the business judgment rule is an acknowledgment of the managerial prerogatives<BR>&nbsp;&nbsp;The business judgment rule is that decisions made by director upon reasonable information and with some rationality do not give rise to directorial liability even if they turn out badly or disastrously from the standpoint of the corporation.<BR>&nbsp;&nbsp;The business judgment rule is corporate law&quot;s central doctrine. It pervades every aspect of the state law of corporate governance, from negligence by directors to self-dealing transactions to termination of shareholder litigation and so on.<BR>&nbsp;&nbsp;Yet, in many ways, it remains poorly understood. In part, this is because the doctrine is neither straightforward nor even, in some respects well-developed.<BR>&nbsp;&nbsp;But it is certain that function of the business judgment rule protects decisions made by a board of directors from judicial scrutiny. Under this standard, if a decision is made in good faith and with due care it will not give rise to liability and the court will not engage in a substantive review of the merits of the underlying business decision.<BR>&nbsp;&nbsp;The business judgment rule is not a standard of conduct, but only a tool of judicial review.