This master's thesis deals with presenting the construct of the business judgment rule. This doctrine derives from the United States case-law and deals with the management's (including supervisory boards) responsibility for the damage occurred by their actions in the context of exercising their functions.
This doctrine is closely linked with the civil liability of management, as the business judgment rule moreover shields them from this liability, insofar as the set conditions (or presumptions) are fulfilled. Therefore, it really isn't a standard of liability, merely a way in which the management can relieve itself of liability.
In the first section, there is a presentation of the business judgment rule, its origins and the American approach to it, including the most important case-law, from which it derives. The second section deals with Slovenian regulation of management's civil liability, particularly with the current Article 263 of ZGD-1 and its paragraphs, as well as with the proposed, but not fully adopted amendment to this Act and ultimately the review of the German and Croatian civil liability regulations of management. This section deals also with applications of damage claims in practice, which is further presented in the last section, where there is an analysis of the most important Slovenian court rulings, dealing with the business judgment rule and related civil liability. In this section there are also some critics about the use of this doctrine in Slovenia, especially in terms of the American development and (incorrect) transfer of the institute into the Slovenian legal environment.
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