Responsabilità degli amministratori di società di capitali tra business judgment rule e limiti all'insindacabilità delle scelte di gestione
The author comments on the recent decision of the Supreme Court concerning the important issue of directors’ duties and responsibilities. The judgment of June 22nd 2017, n. 15470, invokes the business judgment rule which is a lega principle that grants directors, managers and agents of a company immunity from lawsuits relating to corporate transactions when it is found that they have acted in good faith and in the best interest of the company. If it is correct to state that the bad management of the directors is likely to generate a responsibility for them in violation of the duties imposed by the law, it is equally true that the business judgment rule protects the content of management decisions in terms of convenience but also of opportunities, profitability and profitability, except on the assumption of evident irrationality. In the case in point the Court ruled that the business judgment rule cannot be applied because of the irrational decisions made by the director in the absence of an adequate decision-making process.
Keywords: Directors’ duties and responsibilities • Manager choices incontestability • Business Judgment Rule • Diligence duty