Business manager is given broad latitude in business judgment. In the event that the company incurs a great financial loss as a result of making deviant judgment from discretionary powers, it shall have liability for damage as violating obligation of due care. Recently, in business law field, a large number of letter of the law using much ambiguous ideas have been enacted. They called "Gray Area" in above law requires companies to establish and operate business ethics, company regulation and rule which is added morality and integrity on "Legal Lines" voluntarily. It is needed for them to manage PDCA cycle based on business ethics and rules established. In this paper, it generalizes business ethics, corporate social responsibility and changes in business law. On that basis, considering Duskin Shareholder Derivative Lawsuits Case and Nova Case, It is intended that this paper shows the criterion for judgment how much ethics and integrity is added to ensure rationality of decisionmaking on business judgment rule.
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