| Abstract [eng] |
The main object of the business judgment rule in legal doctrine can be considered the business decision itself. Various different aspects of the duties that managing bodies related to the making and execution of business decisions are analyzed. The work focuses on the purpose of distinguishing the concept of the business jugdmeng rule and argue on interpretation whereas doctrine separates the business decision and the business judgment as separate events. If the company's shareholders or creditors will decide to pursuit for liability of unsucsesful business descinsion, only the business judgment itself will be assessed and how it was executed in the light of fiduciary and other duties. In the absence of evidence on fiduciary duties breach by a member of the management body, the courts apply the presumption of the business judgment rule that the decision was made in the best interests of the company, good faith and after conducing due dilligence wheres the business descicion maker are fully convicted its usefulness, therefore are not inclined to be reviewed or changed. Main goal of the review is not to change the business descicion afterall, that has already been made, but to asses whether it was conducted in the accordance with accepted business practices and in compliance with the fiduciary duties imposed. In legal doctrine, the business judgment rule is considered to be a compromise between responsibility and accountability, which are assessed on a case-by-case basis. On the one hand, the head of the company has broad powers to make decisions, but in order to protect the decisions made by the business judgment rule protection, the members of the management body are required to fulfill various fiduciary duties. By providing the protection from civil liability due from unsuccessful business decision, the rule enocouriges entrepreneurial risk and business innovation, as well as promotes the accountability and transparency of the governing body in making corporate decisions. The paper analyzes the specifics of the civil liability of the management bodies of Lithuanian companies in the context of the business judgment rule. Comapny directors and officers are faced with various organizational and execution tasks, on which they have to make a business decision. It’s not possible to ensure that all the business decisions will guarantee positive financial results for the company, because the dynamics of the free market economy depends on a large number of different factors. Lithuaniann law impose an imperative for duty of care and fiduciary duties on company managing body members, which must be fulfilled when making business decisions and in order to eable protection of presumption. When civil liability are applied, not only the aspect of fiduciary duties, but also other conditions of civil liability: illegal actions, damage, causal connection between them must be proven. |
