理事의 責任制限에 관한 硏究

Abstract

A representative action is activated used to improve governance and to go in the management of a company. Although, however the company that responsibility strict with a move must be demanded was the opinion in which inner society was common. After the IMF economic crisis, corporations can always suffer damage from failure in management acting for short term gains, thereby losing long-term profits. Directorial management shrink away from large amounts of responsibility, investigation to a director, and the requirements for responsibility investigation, and carries out welcoming on of the able person to a company by move in spite of having to carry out positive management activities, to draw and which is made difficultly. Therefore, making senior management comfortable in welcoming a new individual should be a key priority for a company. Mitigating directorial responsibility from the strict requirements for responsibility and a huge claim amount of money cannot but presuppose that it is the urgent subject of the commercial law and the Securities Exchange Act. For the American Minister of Justice's compensation system and D&O Liability Insurance system which can have the officer general liability insurance with which this is suppliable to mitigate directorial responsibility simply as a typical subsequent relief system over directorial responsibility, or make it ease by securing shift of the responsibility rather than stopping, to the right of a victim’s company or the 3rd person. Which can have officer general liability insurance in the method proposal of a complement to the large sum burden by the side of company which can say that it is the useful system which can be protected. This system is currently used for method for directorial responsibility relief only in Korea. It is concluded that there is a necessity for raising the degree of practical use through clarification of the suitable harmony between an insurance instrument and an insurance contract character and a standard article. In conclusion directorial efficient and stable management activities are secured a management judgment principle and division liability the auxiliary participation by the side of the director of a company, and compensation system which introduction and the improvement of D＆O Liability Insurance system, the actual revision to Article 400 of the commercial law, etc. must be considered in legislation.