Director’s Liabilities and Obligations in Korea

• 영문명: Director’s Liabilities and Obligations in Korea
• 발행기관: 은행법학회
• 저자명: Sung Jai Choi
• 간행물 정보: 『은행법연구』제7권 제1호, 137~160쪽, 전체 24쪽
• 주제분류: 법학 > 법학
• 파일형태: PDF
• 발행일자: 2014.05.01

영문 초록

In recent years, a number of CEOs of big Korean conglomerates are being prisoned or sentenced longer period than ever before. Legally, since executive officer system was introduced, executive function of BOD has been separated and appeared to more focus on supervisory function. In addition, in terms of directors’ responsibility, legislative policies, which strengthen, alleviate or decrease that responsibility by taking account of the specialty of position of directors, have been considered. Problematic behaviors of directors which may be harmful to the interests of persons concerned including companies and shareholders may be roughly classified into the followings when a director: 1) is negligent in fulfill their duty to care when he or she fails to take reasonable care in making decisions; 2) acts according to his or her independent interest in it; 3) commits a discriminatory act against persons concerned who must be equally treated; 4) maliciously violates other laws and regulations or commits a fraudulent act deceiving its company or shareholders. Even after the revision of the Commercial Act(April 2011), mitigating the directors’ liability is more hard to be introduced. Part of the revision was focused upon the rehabilitating the market economy and enhancing the challenging activities of the private enterprises by alleviating the directors’ liability. For that purpose limiting the indemnification of directors was becoming a part of the commercial Act(Article 400-2). However in reality the article was hardly to be inserted as a part of articles of corporation because of the concerns from the society. Still Korean companies are under crossfire when it comes to the directors liability issues are concerned. However any rules mitigating liability where their liabilities are coming from the decisions in order to do something good for the company and future prosperity and those decisions are based upon a resourceful backup documents and scrutiny have to be considere

목차

Ⅰ. Introduction

Ⅱ. Director’s Duty of Care

1. Increasing Liability of the Directors’ and officers’ Liability

2. Director’s Civil Liabilities violating the Duty of Care and Duty of Loyalty

3. Criminal Penalties and other Sanctions

Ⅲ. Impact of Director’s Liabilities and Corporate Governance: Engagement of the Decision Making Process and Presence of Employee on Board

1. Impact of Director’s Liabilities and Corporate Governance

2. How to mitigate the Liabilities of the Directors

3. Release from Director’s Liability

Ⅳ. Conclusion

Reference

키워드

executive officer system directors’ responsibility minority shareholder Business Judgment Rule internal control 집행임원 이사의 책임 소수주주 경영판단의 원칙 내부통제