| Summary: | 碩士 === 南台科技大學 === 財經法律研究所 === 98 === Abstract
U.S. courts are reluctant to second guess directors' business judgment and strategy successful or not, then develop the "Business Judgment Rule" which is to encourage directors to be brave enough to assume the post of director. Don't to fear the directors' responsibility to reject be the directors of the company. Because the business decision usually with uncertainty of risk, it encourages the directors made the decision even if accompanied by risks, have the potential of major interests in decision-making. The company's decision makers are allowed to complete decisive manner the decision-making and the court does not second guess them. This is a purpose of the Business Judgment Rule. But the Business Judgment Rule shall also comply with the duty of care and duty of loyalty as a precondition.
However, the Article 1 No. 23 of Corporate Law, amended on 2001, introduction the Duty of Care and Duty of loyalty in the Corporate Law that only the introduction of the concept but did not introduce its detailed specification of the concept. It did not introduce the Business Judgment Rule at the same time. So the practitioners to use the article in laws, and the source of law is different, even cause misunderstanding of its.
The authors would like provide recommendations on these topics and for future research.
Key word: Directors, Business Judgment Rule, Fiduciary Duty, Duty of Care, Duty of Loyalty, the Article 1 No. 23 of Corporate Law.
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