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ferent companies have different situations, and directors will take decisions when they think it is necessary and urgent. In The Revised Model Business Act, §8:30, it has stipulated 3 requirements as the standard to evaluate whether the decisions taken by the directors can fulfill the fiduciary task:
a) In good faith,
b) The attention, which should have been paid by a general cautious person under the similar condition or at the same position,
c) Take a reasonable method which he thinks will be the most suitable way to handle the company’s issues.
In the sophisticated business environment, opportunities always come with risks. Therefore, at the same time when a director makes decision, he should consider the risks he will take. Although in The Revised Model Business Act has indicated the standard to evaluate the directors’ duty, but it is not so clear and give a ambiguous threshold. Because sometimes when the directors gain profits when he do some business for the company
He may sacrifice some other interests for the company. At this moment if we use the duty of fiduciary to make judgments that they have disobeyed the duty of fiduciary, it is unfair of the directors. Moreover, they may consider too much when they make a risky business judgment which leads them to lose the precious opportunity. From the other side, the court cannot make the accurate judgments after the directors have taken decisions. Due to they haven’t so much time to make the investigation and so rich professional knowledge to make the discretion to justify whether the decision taken is right or wrong. In order to solve the dilemma, the Cheff V.Mathes case orients the adoption of “The Business Judgment Rule”. It was the first case which adopted the “ The Business Judgment Rule”, the court will assume the directors who made decisions in the case has obeyed the rule, if the plaintiff think the directors have violated the duty of fiduciary, he may be responsible to take the burden of proof to show the directors’ action violate the standard. Such kind of standard is called Business Judgment Rule. If the directors are entitled to be protected by the rule, the court will not consider the result done to the company due to the decisions taken by the directors, if directors are not entitled by the protection rule, the court will justify the material injury done to the interests of the company and minority shareholders.

2) The Auction Principle
As above mentioned if directors of target company think the bidders will threaten the existence and the management of their company, they may take effective defensive anti-takeover measures to protect the company and themselves. However, if the anti take-over of target company failed and the fate of the target company to be sold has been doomed, what they need to do is just to put the company in the auction and to sell it to the buyer who can offer the best price. In the case of Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc. Forbes made the tender-offer for two times in 1985 and his intention is to purchase Revlon, after two times friendly tender offer had failed, Forbes threaten the management board of Revlon that they will make a hostile takeover of Revlon. After the discussion of the board meeting of Revlon they found the consideration provided by Forbes to takeover Revlon is much lower than the current share value of Revlon, moreover, once the hostile takeover of Revlon succeed it will face to the condition o