The concept of the business judgment rule of the majority shareholder of the corporation

Ledenev Viktor Vladimirovich

The article reveals for the first time the concept and, accordingly, the content of the rule of business judgment of the majority participant in a corporation. To do this, the author reveals the concept of business judgment, considers the approaches proposed by scientists to the concept of the rule of business judgment, and also explores the positions for determining the standards of behavior that are checked in accordance with the rule. The author substantiates that the concept of the rule of business judgment of the majority participant should take into account several aspects. First, the acts of business judgment of the majority participant should include transactions not only of the majority participant itself, but also of management bodies acting in the interests of the majority participant. Secondly, the rule is aimed at limiting judicial review of the content of acts of business judgment to cases of violation of evaluative standards of conduct. Thirdly, the evaluative standards of conduct for acts of business judgment by a majority participant cannot be reduced to any specific legal form (for example, reasonableness or good faith).

Keywords:corporate law, business judgment rule, minority shareholder, majority shareholder.