本文论述了德国股份法中董事会责任的改革需求。一方面,经营判断规则在实体法层面上很大程度上致力于提供必要的企业活动空间。另一方面,在责任请求权的执行这一层面上存在巨大逆差。尤其迄今对股东以股份公司的名义提起股东诉讼,为维护公司的利益向董事会提出相关请求的激励仍较小。本文主张多方面的优化,同时也主张责任减轻,即通过公司章程预设责任减轻的可能性。 This article discusses the reform needs of the board of directors in German share law. On the one hand, business judgment rules are largely committed to providing the necessary space for business activity at the substantial law level. On the other hand, there is a huge deficit in the enforcement of the claim. In particular, the shareholder litigation in the name of a joint-stock company has so far been lifted, and the motivation for making relevant requests to the board of directors for safeguarding the interests of the company remains small. This article advocates multi-dimensional optimization, but also advocates the reduction of liability, that is, the possibility of alleviating the liability through the Articles of Association.