CORPORATE GOVERNANCE FROM A COMPARATIVE PERSPECTIVE DOES THE BUSINESS JUDGMENT RULE HELP PROMOTE CORPORATE SOCIAL RESPONSIBILITY？  

作　　者：Giulia Neri-Castracane 

机构地区：[1]Giulia Neri-Castracane, Ph.D candidate, at Faculty of Law, University of Geneva, Switzerland [2] Associate at Lenz & Staehelin, Geneva, Switzerland.

出　　处：《Frontiers of Law in China-Selected Publications from Chinese Universities》2015年第1期8-23,共16页中国高等学校学术文摘·法学（英文版）

摘　　要：The business judgment rule （B JR） is a U.S. corporate law concept that has gained international recognition. It has been moulded, particularly in the definition of the Delaware courts, to protect the managerial business discretion, in other words to protect directors＂ decisions from judicial review. Corporate social responsibility （CSR） questions the relationship between corporation with a business purpose and society. More and more attention is drawn to the various impacts of corporate decisions on society, asking for the necessity for directors to take these impacts into consideration when making business decisions. At the centre of CSR and the BJR are the fiduciary duties of the directors --the duty of diligence and the duty of care --and the question as to if the directors have breached their duties and if they have fulfilled them in a CSR compatible manner. This paper discusses how the B JR helps promoting CSR by discussing the advantages and disadvantages （real or apparenO of the B JR with respect to CSR.The business judgment rule （B JR） is a U.S. corporate law concept that has gained international recognition. It has been moulded, particularly in the definition of the Delaware courts, to protect the managerial business discretion, in other words to protect directors＂ decisions from judicial review. Corporate social responsibility （CSR） questions the relationship between corporation with a business purpose and society. More and more attention is drawn to the various impacts of corporate decisions on society, asking for the necessity for directors to take these impacts into consideration when making business decisions. At the centre of CSR and the BJR are the fiduciary duties of the directors --the duty of diligence and the duty of care --and the question as to if the directors have breached their duties and if they have fulfilled them in a CSR compatible manner. This paper discusses how the B JR helps promoting CSR by discussing the advantages and disadvantages （real or apparenO of the B JR with respect to CSR.

分 类 号：F715[经济管理—产业经济] F276.6