The clause considers The Business Judgment Rule with which help the management can legitimize the decisions, supposing thus honest mistake. The given rule gives wide discretion at accepting the decisions by organs of government (management, board of directors). Using the given mechanism, the company management can protect itself in court from charges from shareholders. The modern Business Judgment Rule makes certain demands concerning managerial decisions and their consequences. The author considers application of the Business Judgment Rule taking into account additional criteria in the Russian realities
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