The business judgment of the board members and their liability under business judgment rule

The business judgment rule has been adopted with the Turkish Commercial Code No:6102 and explained in detail in the preamble of the law. The Article 553 of the Code, no person shall be held responsible for monitoring responsibility due to actions that are against law and company?s constutition that are out of control would cause new argumentations The purpose of our thesis is to examine in detail, the conditions which the business judgement rule that is derived from the jurisprudence of the American court is applicable and help the principle?s implementation to Turkish law and illuminate the probable discussions.The business judgment rule is brought to Turkish law with the purpose of limiting the responsibility of the board members of the Stock Exchange Companies. The conditions to be abided during decisions of the Board members are determined and a kind of code of conduct is brought. In cases which a ?liability action? a measure of ?diligence? is adopted. In addition to that, this principle, provides the possibility of filing an annulment case, the ?ex ante review? of directors? decisions is made possible and therefore avoids the implementation of the decision without causing company loss.As a result, the business judgment rule does not release the directors from liability. It aims to preclude filing irrelevant/unnecessary liability actions and prevent causing later transactions which prevents the decision-making processnof the board. In this context, if the mentioned rule conditions are obeyed/abided in actions against directors, the taken decision shall not be reviewed by the judges.