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Dr Robert Lizak
ORCID: 0000-0001-7980-2409

Doctor of Laws. Attorney at law. Assistant Professor at the Institute of Law and Administration of the Pomeranian University in Słupsk. A public servant for 25 years, he served as a director at the Ministry of Finance, the Central Anticorruption Bureau, the Ministry of Development and Technology, and the Polish Financial Supervision Authority. He has collaborated with the European Commission, the Institute of Legal Studies of the Polish Academy of Sciences and the Ministry of State Assets.

 
DOI: 10.33226/0137-5490.2026.4.6
JEL: G34, K22, K23, K41

The purpose of this article is to present and evaluate the business judgment rule (BJR) in Delaware law and case law as one of the key institutions of corporate law with practical, normative, and economic significance. The paper discusses the normative structure of the BJR, the rationale for its application, and its role in protecting management’s decision-making, which determines risk-taking, including radical risk. The article utilizes a dogmatic legal approach and legal exegesis to systematize Delaware’s case law and normative output. American literature on corporate law, management, and economics is also considered, demonstrating the complementary relationship between the BJR and corporate governance and compliance practices. Following the evaluation of the BJR, it was determined that it constitutes a dynamic doctrine that balances managers’ discretionary power with their responsibility, which not only shapes corporate governance practice but also influences the stability and predictability of Delaware’s law and economic 

Keywords: compliance; corporate governance; corporate law; Delaware law; business judgment rule