在商战中,企业的决策和经营并非总是正确的,公司董事应当对由其决策上的失误导致的损失承担责任。法律必须从制度上做出安排,通过商业判断规则,既保护了股东利益,而又不过分加重董事负担。美国是世界上公司立法最为发达的国家,本文结合美国公司判例法的规定,从探究董事经营责任归责原则着手,进而讨论商业判断规则和董事注意义务的关系,着重论述商业判断规则的内容、适用条件及其意义。 In business war, the decision-making and management of enterprises is not always correct, the directors of the company should be responsible for the losses caused by the mistakes in their decision-making. The law must make arrangements from the system, through the business judgment rules, not only protect the interests of shareholders, but not unduly increase the burden on directors. The United States is the most developed country in the world in terms of company legislation. This article starts with the principle of imputation of directors ’operation responsibility in light of the provisions of the case law of U.S. companies, and then discusses the relationship between the business judgment rules and the directors’ duty of care. The article mainly discusses the contents of the business judgment rules, Applicable conditions and their significance.