The Anglo-American legal system traditionally does not adopt the “Prudent Person’s Duty of Care” in the governing of corporate owners or board members as in the Continental legal system. This mainly is due to the Continental legal system’s assigning and representing concept is not applicable in theAnglo-American legal system. So the Anglo-American courts generally regulate corporate owners orboard members on the duty of care and fiduciary duty in their executing of corporate responsibilities. After World War II Japan incorporate the Anglo-American’s “duty of care” into its newly amended business laws. This action later caused theoretical debate over how to differentiate the “duty of care” and the “fiduciary duty” of prudent persons. So in the first part of this paper, we will try to distinguish “duty of care” and “fiduciary duty” in the Japanese business laws. Taiwan amend its Corporate laws in 2001 with the adding of “fiduciary duty” principle but the terms used were “fiduciary business execution”. This paper will try to analyze the differences of the two terms. Also in this paper I will introduce definitions from several US articles on the “Business Judgment Rule” of the fiduciary duty, and on to in what circumstances the corporate owners and board members will be protected by applying the business judgment rule.