The business judgment rule in the corporate law of the People’s Republic of China: comparative legal aspect

The issues of director’s liability for damage caused to the property interests of the corporation and the corporation’s participants are relevant in science and judicial practice in most countries of the world. The legal system of the People’s Republic of China is of interest, since China has been reforming corporate legislation for ten years. In the course of the reform, rules on fiduciary duties were included in Chinese legislation. In the USA, the following fiduciary duties of a director are distinguished: the duty to take care of the interests of the company and its participants, as well as the duty of loyalty. In the judicial practice of the United States, the “business decision rule” is actively used. This rule establishes the presumption of expediency of the director’s management decisions and minimizes the possibility of holding the director accountable. The conducted research allows us to state that the rule of a business decision has no functional significance for continental civil law. In this regard, the Chinese legislator has no need to borrow this legal instrument. This conclusion is of interest to the Russian science of civil law.