이사의 책임제한에 관한 상법개정안 검토

Abstract

<Abstract> A Review of the Limitation of Director's Liability in Revised Bill of the Korean Commercial Act Park, Hyo-Jun Recently the corporate governance has changed to strengthen the shareholder rights. Shareholders can litigate the director for the corporate damages through the representative suit and class action. Corporate director's duties have been strengthened and the directors are apt to be exposed to the risk of liability. Foreign countries have adopted the systems that either permit or mandate a limitation of liability for certain violations of duty of care. In addition, several different statutory techniques to mitigate director's burden have been used. These measures are not sufficient to protect directors from liability. So many countries permit corporation to eliminate or limit the director's liability. This paper aim to survey the limitation of the director's liability and review the system in a revised bill of the Korean Commercial Act. For these purposes, I will give the outlines of the legislations relating to the limitation of director's liability in US and Japan. Through an examination and evaluation of foreign legislations above, I will give some suggestions for Korean Commercial Act. And then, I will examine the bill for the amendment of Korean Commercial Act. In conclusion, I will propose that the legislation should fix the concrete contents and process for the limitation of director's liability.