Keywords
directors
board of directors
fiduciary duties
due diligence
loyalty
good faith
secondary duties
directors’ liability
actions against directors
mergers and acquisitions
hostile takeovers
banks
banking law
How to Cite
Abstract
In Delaware, in the United States, the Business Judgment Rule (bjr) has been described as “a presumption that in making a business decision the directors of a company acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interest of the company”. The party seeking to challenge the decision must rebut the application of that presumption. In the event that the party achieves rebut, the burden of proof will be reversed, so that it will be the administrators who must prove the “entire fairness” of the transaction. This article also discusses three justifications for bjr, like some criticism of the rule based on or associated with a cost-benefit analysis. Furthermore, this article focuses on the application of bjr on banking issues, particularly in cases involving mergers and acquisitions (M & A). Keywords author: Good business judgment rule, directors, board of directors, fiduciary duties, due diligence, loyalty, good faith, secondary duties, directors’ liability, actions against directors, mergers and acquisitions, hostile takeovers, banks, banking law, bank managers.This journal is registered under a Creative Commons Attribution 4.0 International Public License. Thus, this work may be reproduced, distributed, and publicly shared in digital format, as long as the names of the authors and Pontificia Universidad Javeriana are acknowledged. Others are allowed to quote, adapt, transform, auto-archive, republish, and create based on this material, for any purpose (even commercial ones), provided the authorship is duly acknowledged, a link to the original work is provided, and it is specified if changes have been made. Pontificia Universidad Javeriana does not hold the rights of published works and the authors are solely responsible for the contents of their works; they keep the moral, intellectual, privacy, and publicity rights.
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