美国公司法上的经营判断原则是在美国司法实践中发展起来的一项判例法规则。它作为一个司法审查标准，在事后评断董事履行职责的行为、方式和过程的适当性，由法院裁量决定董事是否违反注意义务，是否可以免除个人赔偿责任。在公司治理全球化的背景下，经营判断原则已突破美国一国的范围，为包括大陆法系国家在内的越来越多的国家所借鉴吸纳，但我国理论界对董事的经营判断原则还没有一个统一、确定的认识，实践中也鲜有此这方面的案例运用，难以满足我国市场经济发展的需要。本文在系统阐述美国公司法上的经营判断原则的内涵、适用要件和功能的基础上，着重分析该原则与相关法律机制的关系，结合我国新《公司法》提出将美国经营判断原则引入我国法律体系的构想。

Business Judgment Rule in America is a case law which stems from American courts. As a judicial rule of inspection and investigation, judges evaluate ex post the action and conduct of directors by which they exercise the power of a corporation in order to decide whether directors violate the duty of his care or the indemnity should be given or not. While the company governance becomes worldwide, Business Judgment Rule’s influence has been beyond America itself. It has been realized and accepted by more and more countries including the Civil Law family ones. However, up to date, there is no unified or definite understanding of the meaning of Business Judgment Rule in the theoretical profession of China, and this kind of cases rarely exits in the judicial practice, which is unsuitable to the process of our marketing economy. Therefore, this article starts with the introduction of Business Judgment Rule’s content, components and function, then on base of that, emphasize on its relative legal institutions in order to build our own system of the Business Judgment Rule in China on the analysis of new Chinese Company Law. Business Judgment Rule in America is a case law which stems from American courts. As a judicial rule of inspection and investigation, judges evaluate ex post the action and conduct of directors by which they exercise the power of a corporation in order to decide whether directors violate the duty of his care or the indemnity should be given or not. While the company governance becomes worldwide, Business Judgment Rule’s influence has been beyond America itself. It has been realized and accepted by more and more countries including the Civil Law family ones. However, up to date, there is no unified or definite understanding of the meaning of Business Judgment Rule in the theoretical profession of China, and this kind of cases rarely exits in the judicial practice, which is unsuitable to the process of our marketing economy. Therefore, this article starts with the introduction of Business Judgment Rule’s content, components and function, then on base of that, emphasize on its relative legal institutions in order to build our own system of the Business Judgment Rule in China on the analysis of new Chinese Company Law. Business Judgment Rule in America is a case law which stems from American courts. As a judicial rule of inspection and investigation, judges evaluate ex post the action and conduct of directors by which they exercise the power of a corporation in order to decide whether directors violate the duty of his care or the indemnity should be given or not. While the company governance becomes worldwide, Business Judgment Rule’s influence has been beyond America itself. It has been realized and accepted by more and more countries including the Civil Law family ones. However, up to date, there is no unified or definite understanding of the meaning of Business Judgment Rule in the theoretical profession of China, and this kind of cases rarely exits in the judicial practice, which is unsuitable to the process of our marketing economy. Therefore, this article starts with the introduction of Business Judgment Rule’s content, components and function, then on base of that, emphasize on its relative legal institutions in order to build our own system of the Business Judgment Rule in China on the analysis of new Chinese Company Law. Business Judgment Rule in America is a case law which stems from American courts. As a judicial rule of inspection and investigation, judges evaluate ex post the action and conduct of directors by which they exercise the power of a corporation in order to decide whether directors violate the duty of his care or the indemnity should be given or not. While the company governance becomes worldwide, Business Judgment Rule’s influence has been beyond America itself. It has been realized and accepted by more and more countries including the Civil Law family ones. However, up to date, there is no unified or definite understanding of the meaning of Business Judgment Rule in the theoretical profession of China, and this kind of cases rarely exits in the judicial practice, which is unsuitable to the process of our marketing economy. Therefore, this article starts with the introduction of Business Judgment Rule’s content, components and function, then on base of that, emphasize on its relative legal institutions in order to build our own system of the Business Judgment Rule in China on the analysis of new Chinese Company Law. Business Judgment Rule in America is a case law which stems from American courts. As a judicial rule of inspection and investigation, judges evaluate ex post the action and conduct of directors by which they exercise the power of a corporation in order to decide whether directors violate the duty of his care or the indemnity should be given or not. While the company governance becomes worldwide, Business Judgment Rule’s influence has been beyond America itself. It has been realized and accepted by more and more countries including the Civil Law family ones. However, up to date, there is no unified or definite understanding of the meaning of Business Judgment Rule in the theoretical profession of China, and this kind of cases rarely exits in the judicial practice, which is unsuitable to the process of our marketing economy. Therefore, this article starts with the introduction of Business Judgment Rule’s content, components and function, then on base of that, emphasize on its relative legal institutions in order to build our own system of the Business Judgment Rule in China on the analysis of new Chinese Company Law.