The Business Judgment Rule is a corporate law doctrine that protects directors from personal liability arising from business decisions made in the management of a company. However, such protection is not absolute and may only be invoked under specific legal conditions. This study aims to examine the requirements for the application of the Business Judgment Rule and its relationship with directors’ fiduciary duties. Employing a doctrinal legal research method, this study examines relevant statutory provisions, legal doctrines, and scholarly literature. The findings reveal that directors may avoid personal liability under the Business Judgment Rule only when their decisions are made in accordance with fiduciary duties, namely the duty of care, the duty of loyalty, and the duty of good faith. Accordingly, the doctrine safeguards managerial discretion while ensuring accountability in corporate decision-making.
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