THE BUSINESS JUDGEMENT RULE (BJR) IN THE SELECTION OF A DISPUTE RESOLUTION METHOD

Abstract

This article analyzes the selection of the litigation forum as a strategic corporate governance decision, technically categorized as an “obligation of means” (duty of best efforts) subject to the duty of care. Through an approach inspired by the economic analysis of law and the examination of twenty case studies, the efficiency of dispute resolution mechanisms is evaluated by integrating variables such as the economic valuation of time, technical expertise, and transaction costs. Furthermore, the applicability of the “Business Judgment Rule” as a standard of judicial review within the Chilean legal system is examined in this specific context. The study argues that its effectiveness as a liability waiver is not automatic but contingent upon the fulfillment of its qualifying prerequisites: sufficient information, documented deliberation, and the absence of conflicts of interest. It concludes that the fulfillment of fiduciary duties requires documenting the logical reasoning (iter lógico) behind the forum selection with the rigor inherent to any business decision of corporate significance.