종속회사 이사의 면책-독일 주식법을 중심으로-

Abstract

Corporate governance has been dramatically changed, since the crisis of Korean economy in 1997. As a result, shareholders derivate suits against directors have increased more and more. This could make the directors act in an unduly risk-averse manner and the corporate competitiveness could be weakened. To solve the problems, we have discussed how to limit directors' liability. The special circumstances of Jaebul in Korean economic system must be also considered in the examination of how to limit directors' liability. It would be of great use in the examination to study Aktien Gesetz in Germany, which has the clauses related to limitation of directors' liability in Konzern. The general clauses in Aktien Gesetz permit the large possibility to limit directors' liability. In contrast, the Konzern clauses in Aktien Gesetz don't approve the limitation of directors liability to protect the interests of unabhängige Gesellschaft, the minority shareholders and the creditors. This shows that the interests of unabhängige Gesellschaft, the minority shareholders and the creditors must be also considered in the examination of how to limit directors' liability. On the other hand, herrschende Unternehmen in Korea can controll unabhängige Gesellschaft, but it has no liability for the loss of unabhängige Gesellschaft, the minority shareholders and the creditors in fact. Therefore, we must consider the special circumstances of Jaebul in Korean economic system in the examination of how to limit directors' liability.