미국회사법상 이사의 지위에 관한 소고

A Study of Director's Duty and Liability in American Corporation Law This study shows the rule and the precedent for the duties of directors under American Corporation Law, and will be helpful for the healthy management of corporation. It's about directors' authority, fiduciary relationship(including duty of care and loyalty) and business judgement rule. To make a long story short, it is as follows. Duty of care is explained that directors must do their duty which an ordinary, prudent and diligent person in a like director position do one's under similar circumstance with the level of care which is adequate for one's position. According to the level of director's position, that of the duty should be different. The higher position the more responsibility. Inversely, the lower position the less responsibility. Besides, duty of loyalty means that directors have to protect their corporations profits and must not interfere with those of corporations and shareholders. Because of the duty, they must not abuse their position to take individual profits at the expense of their corporations. If they didn't keep the two duties, in general, they have to assume the responsibility of indemnity. Meanwhile, It is important law relieve directors from their responsibilities if they do their duties faithfully and reasonably. So, Korean Commercial Law should positively consider adopting the business judgement rule. It will help directors of Korea act according to their conviction. Accordingly, from now on, it is essential American precedents for the application of business judgement rule be studied and well organized.