reword to sound better in an essay: The so-called "business judgment" rule in s 180(2) deploys such concepts and expressions that also feature in s 181 as "good faith", "proper purpose" and "the best

interests of the corporation". While there may be a limit to the use that might properly be made of s 180(2) in construing s 181, it is, in our view, telling that the "business judgment" rule reflects an assumption that company directors or officers may be taken to have acted in what they perceive to be the best interests of a corporation where they make decisions for which there is a rational justification, having regard to the interests of shareholders. This in turn reflects the reluctance of the Parliament to permit Courts to substitute their own commercial judgments for those of businesspeople. There is, in our opinion, no reason why that reluctance should not inform the application of s 181. In other words, there is no reason why s 181 should be read as requiring that directors do anything more onerous than to act, when exercising their powers or discharging their duties, in a manner that can rationally be justified by reference to the interests of shareholders and, at least in certain contexts, creditors.

Secondly given what is said in the preceding paragraph, company directors thus have considerable leeway in identifying the best interests of a company, including the time horizon by reference to which those interests are to be assessed and the precise nature of the interests sought to be advanced or protected, whether they be purely financial or reputational or otherwise. As was recognised in Harlowe's Nominees Pty Ltd v Woodside (Lakes Entrance) Oil Co NL,21 directors are the persons "in whom are vested the right and the duty of deciding where the company's interests lie and how they are to be served".