For almost a decade now, Colombia’s Superintendence of Corporations—Superintendencia de Sociedades, a technical, administrative entity assigned with judicial powers in corporate matters and conflicts between companies and their shareholders, has applied deference to the directors’ business judgment (DBJ), replicating to a certain extent the U.S. case law concept of business judgment rule (BJR).

BJR is a presumption that in making a business decision, directors acted in good faith, on an informed basis, and in the belief that their decision was in the company’s best interests. This rebuttable presumption protects directors from liability for their decisions giving them the freedom to decide without considering potential scrutiny from judges. Thus, to pierce the BJR, the party challenging the directors’ decision must show that the directors acted against their duties.