Business Judgment Rule: Defense for the Directors in Cases of Alleged Breach of Duties
Keywords:Business Judgment Rule,, Directors, Duties of director, Companies Act,, Duty of care and skill,, Duty of loyalty,, Defences for breach of duty by director,, standard of conduct,, Takeover defences.
In this article researchers will explain about Business Judgment Rule and how it can be used as a defence by the directors’ of the corporation. In simple language it can be said that the “Business judgment rule” is nothing but a judicially evolved doctrine derived out of case laws in the field of corporate laws. This doctrine has its origin in USA followed by U.K. The rule is in use in some form or the other in the common law countries e.g. whales, Australia, Canada, India &c. Australia has codified this rule under sec.1180(2) Corporations Act 2001, in South Africa Companies Act 71 of 200 section 76(4) provides for director’s duty to work towards best interest of the business with due care, skill and diligence, in India section 166(2) of Companies Act, 2013 requires that for the benefit of different constituencies of a company a director must act bona fide to promote the object of the company. The Business Judgment Rule tries to protect the directors of the company by creating a safe harbour for those who works for the betterment and interest of the corporations in an honest manner and in good faith. The scope of the paper is restricted to mainly US decisions, which has seen the greatest development in interpreting cases, though certain important landmarks in the Indian and UK context have also been referred to. The paper is limited by secondary sources such as books, articles and reports available on the subject.
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