주식회사 이사의 해임
A Study on Removal of Directors
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This paper deal with the various problem confronted removal of director by shareholders or judicial proceeding. The Korean Commercial Act(The Act) permit the shareholders to remove director at any time, with or without cause, by a special resolution at a general shareholders' meeting(§385). But that in case where the term of office of a director was fixed and he/she is dismissed without cause before the expiration of such term, he/she may claim for damage caused thereby. Furthermore, The Act permit a court to remove director. If the removal of a director is rejected at a general shareholder' meeting notwithstanding the existence of dishonest acts or any grave fact in violation of the relevant acts, subordinate statues or the articles of incorporation in connection with his/her authority, any shareholder who holds no less 3/100 of the tatal outstanding shares may demand the court to removal of the director, within one month from the date on which the above resolution of the general meeting was made. In recognition that director election and removal are principal prerogatives of shareholders, judicial removal of director will design to operate in limited circumstance.
Abstract
This paper deal with the various problem confronted removal of director by shareholders or judicial proceeding. The Korean Commercial Act(The Act) permit the shareholders to remove director at any time, with or without cause, by a special resolution at a general shareholders' meeting(§385). But that in case where the term of office of a director was fixed and he/she is dismissed without cause before the expiration of such term, he/she may claim for damage caused thereby. Furthermore, The Act permit a court to remove director. If the removal of a director is rejected at a general shareholder' meeting notwithstanding the existence of dishonest acts or any grave fact in violation of the relevant acts, subordinate statues or the articles of incorporation in connection with his/her authority, any shareholder who holds no less 3/100 of the tatal outstanding shares may demand the court to removal of the director, within one month from the date on which the above resolution of the general meeting was made. In recognition that director election and removal are principal prerogatives of shareholders, judicial removal of director will design to operate in limited circumstance.
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