Business Judgment Research Articles

Law-and-Economics of Business Judgment Rule in India

Abstract The article argues that the contours of the ‘business judgment rule’ (hereinafter, ‘the rule’ or ‘the doctrine’) have not been properly delineated and add avoidable transaction costs in terms of business decision-making. On the premise of ‘influence’ existing between Board Directors and countervailing requirements of legal compliance, it becomes imperative to study both components. In the absence of any clear legalese on the latter component incentivizes Directors in two ways – by inhibiting judgment or by incentivizing abuse for a perceived higher probability of economic gain.

Business Judgment and ESG

Business Judgment and ESG

Exploring Governance Gambits and Business Judgment in In/Out-Sourcing Tactics

Exploring Governance Gambits and Business Judgment in In/Out-Sourcing Tactics

The Business Judgment Rule in Stakeholder Capitalism

The Business Judgment Rule in Stakeholder Capitalism

The origins and essence of the business judgment rule

The origins and essence of the business judgment rule

Business Courts as Loci of Privilege: the Business Judgement Rule Abroad

Business Courts as Loci of Privilege: the Business Judgement Rule Abroad

The Business Judgment Rule in Practice: Evaluating Directors' Decision-Making and its Legal Framework in India

The Business Judgment Rule in Practice: Evaluating Directors' Decision-Making and its Legal Framework in India

The Business Judgment Rule in Stakeholder Capitalism

The Business Judgment Rule in Stakeholder Capitalism

Shielding Directing Minds of Companies against Liability: The Business Judgment Rule and the Duty of Care in Ghana

Shielding Directing Minds of Companies against Liability: The Business Judgment Rule and the Duty of Care in Ghana

Dell Appraisal and the Business Judgement Rule

Dell Appraisal and the Business Judgement Rule

Konsep Business Judgement Rule dalam Perspektif Maṣlaḥah Mursalah

This research aims to analyze the benefits of implementing the Business Judgment Rule concept when viewed from the perspective of maṣlaḥah murlah. The method used in this research is a qualitative research method with a normative juridical approach which makes the law the center of its study with the aim of providing legal arguments as a basis for whether the application of the Business Judgment Rule doctrine can be detrimental or not if viewed from the perspective of maṣlaḥah murlah which is then processed. into descriptive analysis. The results of this research show that the concept of the Business Judgment Rule doctrine is a concept that provides information to company directors regarding business decisions by considering various factors, namely the existence of good faith, prudence and accountability. Apart from that, the Business Judgment Rule doctrine has been widely used in several cases, especially in Indonesia. This means that the Business Judgment Rule doctrine, if seen from the maṣlaḥah murlah's point of view, does indeed bring benefits to the point of being a reference in a trial, even though in its implementation there is still a lack of socialization and education regarding the Business Judgment Rule doctrine within the scope of institutions or law enforcement officials.

Analisis Penerapan Doktrin Business Judgment Rule Terhadap Keputusan Direktur Utama PT Krakatau Steel Tbk Dalam Kasus Pembangunan Blast Furnace Complex

In business activities in the form of a Company, there are often legal problems involving directors as a result of the decisions and policies they make in carrying out their duties and authority in the company. The Board of Directors is one of the most important organs in a Limited Liability Company whose duty is to run the company as stated in Law Number 40 of 2007 (UU PT) concerning Limited Liability Companies. In the event of a loss caused by the decision or policy, the board of directors can be sued personally either criminally or civilly. This research aims to analyze the case of former President Director of PT Krakatau Steel (KS) Fazwar Bujang in making decisions on the construction of the Blast Furnace Complex plant in 2011 which is considered to have harmed the state of Rp 2.3 trillion and USD 292 or up to Rp 6 trillion and has benefited the MCC Ceri consortium, a company from China and PT Krakatau Engineering and others. The first result shows that the business judgment rule doctrine is a concept in corporate law that provides protection to company directors regarding the decisions and policies they make, to ensure that directors can make decisions based on good faith, prudence, and the best interests of the company without having to be personally liable for losses that may arise from business decisions. In Indonesia, the business judgment rule doctrine is only regulated in UU PT, but it has not been regulated in the law completely. Second, in the case of the construction of PT Krakatau Steel's Blast Furnace Complex, the business judgment rule cannot be applied because the business policies taken do not meet the requirements of the business judgment rule stipulated in Article 97 paragraph (3) of the UU PT.

The Considerations of the Panel of Judges in Rejecting the Business Judgment Rule Principles in Corruption Crime Case Decisions of PT. Asuransi Jiwasraya

The aim of this study is that to examine one of the corruption cases of PT. Asuransi Jiwasraya which focuses on the considerations of the panel of judges in rejecting the principles of the Business Judgment Rule. The method used in this study was a normative legal research method with a statutory approach and a case approach. The result of this study shows that PT. Asuransi Jiwasraya is legally and convincingly proven guilty of committing a criminal act of corruption which is committed by the directors together with the result of the judge's refusal to apply the principles of the Business Judgment Rule. It is shown based on the juridical facts from Decision Number: 32/PID.SUS-TPK/2020/PN.JKT.PST that the substance of the actions of the defendant of the director of PT. Asuransi Jiwasyara cannot be seen to be based on good faith and it is not prioritizing the prudential principle given the fact that the directors actually benefit themselves and not in the interests of the company. Therefore, the directors of PT. Asuransi Jiwasyara can be held personally responsible for failing to conduct the company's fiduciary duties and causing state losses so that the defendant's actions to obtain protection under the Business Judgment Rule should be set aside.

The Reconstruction of the Implementation from Business Judgment Rule Doctrine in Individual Limited Liability Companies: A Progressive Legal Review

Introduction: Individual Company is part of a legal reform which is based on efforts to empower small and medium enterprises. Individual Company are intended to empower the community's economy so that the leaders of individual Company need to receive protection through the business judgment rule doctrine.Purposes of the Research: This study aims to formulate a legal prescription related to the implementation of the doctrine in the conception of the business judgment rule in individual companies in terms of a progressive legal perspective.Methods of the Research: Normative law with a concept and statutory approach.Results of the Research: The relevance of the implementation of the business judgment rule doctrine for individual company can also increase the competitiveness of individual company because it can increase innovation from the leaders of individual company to be more optimal and maximal in managing individual company and not be afraid of the various risks that exist. Viewed from a progressive legal perspective, the reconstruction of the implementation of the business judgment rule doctrine for individual company can be carried out through analogical legal constructions because individual company and are generally the same in substance. In order to optimize the implementation of the business judgment rule doctrine for individual company, it is necessary to establish special rules governing guidelines and instructions in implementing the business judgment rule doctrine for individual company.

Business Judgment Rule in Colombia: an Approach from Law & Economics

La Business Judgment Rule (BJR) es una regla desarrollada por la jurisprudencia estadounidense que establece que los jueces respetarán las decisiones de negocio de los administradores cuando estos hayan tomado una decisión informada, en el mejor interés de la compañía y sin violar la ley o sus deberes. Este artículo es producto de la revisión de la aplicación de la BJR en Colombia y de los intentos de consagrarla expresamente en la ley. Además, analiza las implicaciones económicas de su adopción y demuestra, mediante una metodología cualitativa y desde el análisis económico del derecho, sus importantes beneficios macroeconómicos y microeconómicos.

Doctrin Business Judgment Rule Analysis as an Effort to Protect the Law of Directors of Limited Liability Companies in Indonesia and the United States

The provisions and implementation of BJR in Indonesia and the United States need to be studied because the latest Company Laws of both countries have codified the principles of BJR generated by court practice so far where BJR elements are regulated imitatively in the Company Law and accompanied by an explanation of the concept of the core elements of BJR. The formulation of the problems in writing this journal are 1) How are the regulations governing the application of the business judgment rule in Indonesia and the United States? 2) how is the application of the business judgment rule principle as a legal protection effort against directors in Indonesia and the United States? The research method used in this journal is normative juridical research with qualitative data analysis. The results showed that 1) regulations governing the application of the business judgment rule in Indonesia are regulated in Law Number 40 of 2007 concerning limited liability companies and OJK Regulation Number 33 / PJOK.04 / 2014 related to BJR which provides protection for directors and commissioners in carrying out their duties are sufficient. Meanwhile, regulations governing the application of the business judgment rule in the United States are regulated in the MBCA 2016. 2) The application of the business judgment rule principle as an effort to protect the law against directors in Indonesia can be applied to protect directors from legal liability as long as there are no elements of fraud, conflict of interest, unlawful acts and intentional misconduct as in the case of Decision Number 121 K/Pid.Sus/2020. Meanwhile, the application of the business judgment rule principle as an effort to protect the law against directors in the United States in accordance with the scope of the directors' responsibilities as in the Disney dispute case, Delaware Supreme Court.

Urgency of Regulation of Business Judgment Rule As A Reason For Criminal Deletion In Criminal Acts of Corruption

Urgency of Regulation of Business Judgment Rule As A Reason For Criminal Deletion In Criminal Acts of Corruption

Systemwandel und Systembrüche im Gesellschaftsrecht

Before identifying changes or disruptions of a system, we need to define the system. Stefan Grundmann’s research pioneered such systematic thinking in a European and international context. The rather abstract concept of “investor ownership”, common to corporations, includes attributions of ownership besides different or conflicting shareholder interests. “Shareholder primacy” is mostly a business judgment issue. Changes in corporate law increasingly introduce general social policy, e.g., gender quotas or CSR goals. Legislation is moving from disclosure to incentives to substantive regulation which sometimes disrupts the corporate legal system. The general board structures are not controversial but responsibilities are shifting towards compliance and risk management. Accountancy includes more management reports and disclosures beyond financial accounting. That also changes the role of audits and auditors. Group accounts gain in importance, sometimes beyond their reasonable function. A definite interference with systematic corporate thinking is an underdefined treatment of corporate groups as a homogenous entity. More careful calibration is needed here. Corporate law, commonalities in corporate law, investor ownership, corporate social responsibility, disclosure, regulation, compliance, accounting, corporate groups

이사의 배임죄와 경영판단원칙에 관한 연구

Regarding the crime of breach of trust, various controversies have been raised, from conflict over the nature of the crime. In particular, this controversy is further amplified when charges of breach of trust are applied to directors who perform work involving risk. Accordingly, this study examines the breach of trust systems in foreign countries 99and Korea from a comparative legal perspective. Germany, Japan, and France have breach of trust provisions, while the United States punishes breach of duty by mail fraud, and the United Kingdom punishes breach of duty by fraud. When it comes to breach of trust, the broad scope of application or ambiguous requirements are commonly pointed out. This is because the crime of breach of trust emerged to criminally regulate various acts that betray a relationship of trust. And these characteristics of breach of trust pose significant problems in corporate management.
 Corporate directors have a fiduciary duty. However, when determining a director's violation of fiduciary duty, the nature of the business judgment must be taken into consideration in order for the director to actively perform his role. Although there were differences from country to country in the way it was accepted as a legal theory, its effectiveness, and whether it was codified, it was accepted in most legal systems. However, since it is a theory in the field of commercial law, it needs to be cautious when introduced in the criminal system. However, it must be accepted for an unified legal order, and the business judgment rule is applied to breach of trust in Germany and Japan as well. In today's business environment, clear standards for legal responsibility must be presented through business judgment rule for creative business activities of entrepreneurs.

Dilematis Mengenai Konsep Bussines Judment Rules di Badan Usaha Milik Negara Indonesia: Sudut Pandang Hukum Perusahaan

Problems in business activities always approach the directors of BUMN. Many of the directors of this State-Owned Enterprise have a central role in economic development in Indonesia. The state does business through BUMN so that it can always prioritize national and national interests. When the directors of a company commit acts that are detrimental to the state, it is often associated with a crime. Even though this aspect of the directors' decision falls into the scope of civil affairs. The purpose of this research is to find out the position of SOEs in the Indonesian legal system and the problems of the Business Judment Rules concept in company law and Indonesian national law. The results of this study indicate that the position of BUMN as a business institution is different from other corporate institutions in terms of the objectives to be achieved. In addition, the juridical problems that occur still show the existence of a blurring of norms and rules of law and have a negative impact on company management, especially the directors of a company. The conclusion of this study shows that the implementation of BJR is still far from the applicable provisions and produces maximum results. Keywords: Implementation; Business Judgment Rules; BUMN.