To this end, the paper focuses on the scope of this singular protection on directorsвЂ™ discretion, as well as on the requirements for its application, which shall serve at last to provide judges with a useful tool to decide on business matters where directorsвЂ™ responsibility is involved. This paper discusses, through the approaches in Comparative law, particularly in other areas where the Business Judgment Rule has a greater tradition, the impact that the codification of the вЂњprotecciГіn de la discrecionalidad empresarialвЂќ may have in Spanish corporate governance. However, international principles and Model Acts, and other European jurisdictions, such as Germany, do not face codification of the Rule in the same way, and even consider differently requirements for its application. In Spain, Law 31/2014, of December 3, to improve corporate governance, has codified the вЂњprotecciГіn de la discrecionalidad empresarialвЂќ in Article 226 of Ley de Sociedades de Capital, assuming the developments of the Business Judgment Rule in other jurisdictions. Even in cases where there is not a specific section in internal law, the Business Judgment Rule is a common reference in many jurisdictions when the circumstances and elements of directorsвЂ™ decision-making are considered.

Different Model Acts and national approaches to the Business Judgment Rule, some by means of its codification, others through the requirements to be considered when delimiting the directorsвЂ™ responsibilities, have tried to give a better orientation to the positions assumed by directors when they have to deal with business affairs on behalf of the company.

Business judgment rule