株式會社 理事의 任務違反에 대한 法的 責任

Abstract

A director owes the corporation a duty of care. She must discharge her responsibilities with the degree of diligence, care and skill which reasonably prudent person would exercise under similar circumstances in like positions. If she breaches her duty of care, she would be liable for damage to her corporation and might also be subject to criminal responsibility('breach of trust'). Her duty of care should be strictly fulfilled for sound business of the corporation. On the other hand for the same purpose a judicial review should be restrained from a business decision if it is made in good faith, is reasonably informed, and has a rational basis. It is not surprising to find the business judgment rule introduced in Korean law practice. However, it is still unclear what the rule's legal requirements are. It remains to be seen how to formulate the requirements to promote certainty and foreseeability in socially valuable business activities in the future.