이사의 책임제한과 경영판단의 원칙

Today, directors of corporation owe duty of care and many other duties to their corporation, and they are liable for losses of the corporation resulting from their negligence of their duties. But the excessive liability of the directors of corporation may cause another problems, such as a passive management of directors and an evasion of being appointed as director. So there is a necessity for a positive corporate management by restricting the liability of the directors. Considering these points, The Korean Commerce Code prescribe the director's liability elimination by wholesome agreement of shareholder's. However that requisite does not have feasibility, so it should be changed. And also the compensation amount of money of liability of the directors must be set concretely, as the ceiling on the liability the director must pay. Another way to let directors relax from excessive liability is to introduce the Business Judgement Rule that was formed in an American case law. According to the Rule, responsibility of a director can be relaxed as follows. For the execution of company business by directors, various management judgements are required. If they make an overall judgement by using the knowledge as a professional manager, it is necessary to hold legal judgement in suspense or to exempt them from personal liability in consideration of the uncertain and flexible elements of management judgement. Though directors of corporation make decisions in good faith, with due care, and for the best interests of the company, their decisions may lead to damage to the company because of unpredictable economic situation or passive, flexible factors. It is necessary to handle management failure differently from simple mistakes or liability with fault. If the reasonable liability of director and protection from the high burden were prepared in our corporate governance, the directors would do their best in managing the company.