Through analyzing theories and legislative cases in respect of Business Judgment Rule in American justice systems with the com parison method,this article reveals that the business judgment system is conducive to the protection of rights and interests of the directors in decision making,and enables the court to avoid the substantive review on business management in an effective manner;at the same time,in view of the blanks and deficiencies in the legislation of China in the “Company Law” and other relevant laws,it is recommended that the Business Judgment Rule be introduced into China and the legislation in respect of director accountability be strengthened,while the direc tors fiduciary duty and other supporting systems be improved,with the reference of the U.S.practice,to clarify the legal boundary between rights and responsibilities of directors. Through analyzing theories and legislative cases in respect of Business Judgment Rule in American justice systems with the com parison method, this article reveals that the business judgment system is conducive to the protection of rights and interests of the directors in decision making, and enables the court to avoid the substantive review on business management in an effective manner; at the same time, in view of the blanks and deficiencies in the legislation of China in the “Company Law” and other relevant laws, it is recommended that the Business Judgment Rule be introduced into China and the legislation in respect of director accountability be strengthened, while the direc tors fiduciary duty and other supporting systems be improved, with the reference of the US practice, to clarify the legal boundary between rights and responsibilities of directors.