La diligenza degli amministratori di società per azioni nella gestione dell'impresa

The business judgment rule is the pivot of the law governing directors' liability, which in turn is one of the fundamental regulatory strategy by which the law addresses the agency problems involved in the shareholder-manager relationship. Yet, despite its centrality, it is a doctrine not understood as much as it is employed. This work contends that the business judgment rule does play a specific role, which is, however, narrower than the role it is usually and ambiguously attributed. Its proper understanding and use may promote a more balanced legal scenario, where business judgment rule, duty of care, and charter exemption option can be better exploited according to their peculiar function, thereby offering a more linear, diversified and efficient setting. To the contrary, confusion about the respective roles of each component and consequent overlapping among their spheres of action make the present one a suboptimal legal setting.