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THE BUSINESS JUDGMENT RULE: a safe harbor for the directors against the liabilities in the U.S. System, but in Italy?


  1. A brief overview of the two systems. – 2. The business judgment rule in the U.S. – 3. The business judgment rule in Italy – 4. Conclusion

1. Introduction

As far as the “piercing into the veil” theory is concerned, the “business judgment rule” has been theorized by U.S. Federal and State Courts and has been acknowledged by our Courts.

However, as usually it happens when a juridical system copies another one, the results are not so perfect especially if the two systems are so different as the Italian and the U.S. ones are.

By comparing Italian corporate law and U.S. corporate law it is evident that in the above mentioned two systems the directors are entrusted with a different role.

In Italy, also after the 2003 corporate law reform (hereafter only the 2003 reform), the director’s tasks might be divided in three big areas:

1.Executive tasks: directors have the powers to do everything necessary to reach the corporation’s goal1;

2.Propulsive tasks: it is up to directors to call the shareholder meeting;

3.Tasks as a mere executor: directors must carry out the resolutions taken by the shareholder meeting.




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