이사의 책임완화에 관한 연구

Abstract

A Study on the Relation of Director's Responsibility in Corporation

by Park, Mi Jung Advisor : Kim, Young Gon. Ph. D. Department of Law, Graduate School Chosun University

The measure of strengthening a director's responsibility could be effective in desirable corporation management. In spite of this advantage, it might cause negative results. The director can make a decision in the passive and self-protective way. In doing so, the business environment could get worse. As a result, this method should be considered systematically. -- for instance, it needs to be controlled the director's responsibility properly. This study aims to present the system of activating the director's management operation. In the first chapter, it is mentioned of aim and sphere of this study. In the second, it is considered the director's obligation and responsibility regulated in our Commercial Law and mentioned the duty and obligation of outside director and actual director. In the third, it is reviewed the director's duty and obligation of America, Germany and Japan's law compared with those of our Commercial Law. In the fourth, it is discussed many ways that alleviate exempt the director's responsibility. In the last, as a conclusion, it is summarized the constructive proposals of alleviation of director's obligation. The concrete examples are as follows ; First of all, the director should be exempt from his/her responsibility provided he/she makes a decision of management finding reasons in a general principle and has no regard for personal interests. It is also practicable in case of making a decision based on reasonable information. In the second, it is regulated the damage compensation responsibility only -- except for the restriction of damage compensation, and yet the principle of impartial assignment of damage could be legal standards in leading case of the Supreme Court. And there is the insurance system of damage compensation that could be helpful for the director to indemnify damages. Consequently, this system ought to be promoted in order that the director could be released from too heavy a burden and devoted himself to his part. In the third, the stockholders can play a leading part as an inspector of management. This might be possible for them because they are more conscious of their rights and the use of minority stockholder's right is not so difficult. This is called as the system of representative suit and it needs to be limited from abusing this system. The solutions that could settle the problems are the special lawsuit board system and the method of using requisite of revendication. The former - the special suit committee system - can be a kind of solution that could turn down revendication and prevent a vexatious suit. The measure should be also examined that the corporation have an influence on representative suit in the capacity of the accused director's assistant so as to protect the director making a lawful decision. Finally, many systems need to be arranged in order to strengthen the competitiveness of corporation and international competitiveness of our country. This might be possible if only the director's responsibility is lightened and his conduct of management is performed effectively and stably.