Assessing the Applicability of the Business Judgment Rule and 'Defensive' Business Judgment Rule in Chinese Judiciary: A Perspective on Takeover Dispute Adjudications

24 Pages Posted: 12 Sep 2010 Last revised: 5 Dec 2010

See all articles by Charlie Weng

Charlie Weng

University of New South Wales (UNSW) - UNSW Law & Justice

Date Written: September 10, 2010

Abstract

With the surge of takeovers in China, many issues regarding takeover adjudication and legislation have increasingly received academic attention. The issues of the independence and professionalization of the judiciary and the scarcity of legislation on duty of care are the major predicaments facing corporate China. Massive legislative and judicial reform of takeover adjudication is not viable in the near future. However, U.S. common law standards of review, including the business judgment rule and serial rules against hostile takeover, with diacritical the business judgment rule stamp, may hold potential for reform within the current economic environment. The article investigates the problems of takeover adjudication and examines the applicability of the American standards of review. The analysis proceeds by assessing the American standards’ rationale, in order to transplant such standards, through the perspective of institutional choice, to the Chinese commercial context.

Keywords: American Standard of Review, Takeover Adjudication, Chinese Corporate Court, legislation Transplantation

Suggested Citation

Weng, Charlie, Assessing the Applicability of the Business Judgment Rule and 'Defensive' Business Judgment Rule in Chinese Judiciary: A Perspective on Takeover Dispute Adjudications (September 10, 2010). Fordham International Law Journal, Vol. 34, p. 124, 2010, Available at SSRN: https://ssrn.com/abstract=1675041

Charlie Weng (Contact Author)

University of New South Wales (UNSW) - UNSW Law & Justice ( email )

Kensington, New South Wales 2052
Australia
+61293859547 (Phone)

HOME PAGE: http://https://www.law.unsw.edu.au/staff/xiaochuan-weng

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