统领于美国“董事会中心主义”的公司治理模式,董事行使公司实质性的管理权成为美国公司法上一大重要特征。为维护董事行使该管理权的独立判断力和执行力,刺激董事经营和管理公司的积极性,保护董事在一定条件下免受股东的诉累,美国普通法上发展了商业判断规则。 The corporate governance model that led the United States to “board-centerism” and the directors exercised substantial corporate governance became a major feature of the company law in the United States. In order to safeguard the independent judgments and executive powers of the directors in exercising the right of management, to stimulate the enthusiasm of the directors in the operation and management of the company, to protect the directors from the burden of shareholders under certain conditions and to develop commercial judgment rules in the common law of the United States.