이사의 사내정보수집권
Director's Inspection Right
서완석
초록
A corporate director owes a fiduciary duty of care to the corporation and its shareholders and must serve in good faith in a manner the director believes to be in the best interests of the corporation and its shareholders. It is generally presumed that directors of a corporation are acting in good faith. Corporate directors have the absolute right, at any reasonable time, to inspect and copy corporate books, records and documents. While a shareholder's right to inspect arises out of his ownership of corporate property, a director's right of inspection “grows out of the fact that he is a representative of all the stockholders and, in a sense, a managing partner of the corporation.” A director's right of inspection also exists because he is a fiduciary with respect to the corporation and its shareholders. The right of inspection, therefore, is necessary to allow the director to perform his duties and to protect himself from liability. To meet his fiduciary obligations, a director must have access to books and records and often has a duty to consult such documents. According to U.S. common law, a director always is entitled to inspect books, records and documents to the extent reasonably related to the performance of the director's oversight or decisional duties provided that the requested inspection is not for an improper purpose and the director's use of the information obtained would not violate any duty to the corporation. Also, the statute in U.S. attempts to reconcile and balance competing principles articulated in the common law. In addition, the statutory provision sets forth a remedy for the director in circumstances where the corporation improperly denies the right of inspection. However, in Korean commercial law, director's inspection right is not expressly stipulated. Therefore, this article suggests that it is necessary to guarantee institutionally for director's inspection right in it. Because the task that korean company law has to solve is just vitalization of board of directors. But this article insists that a director has a nearly “absolute” right to information subject only to limitation if it can be shown that the director has an improper motive or intent in asking for the information or would violate law by receiving the information.