이사해임법제의 유연화에 관한 검토

The shareholders invest capital, but affairs of the corporation were to be managed by board of directors, so the shareholders were not to interfere with the board's management. If the performance of each director is unsatisfactory, the shareholders control through the refusal to re-elect or removal those who had performed unsatisfactorily. The shareholders may remove one or more directors with or without cause before their term expires. The director who was removed without cause during his term of office can demand compensation. This is enacted in Korean Commercial Code. But the rules governing the removal of corporate directors have evolved in other countries, so I would like to critically analyzes the law in order to suggest a more rational approach. Establishing removal at will as the basic norm - I think - is right because of the state of director as to management. But I suggest when the shareholders attempt to remove director, the shareholders meeting notice must state that the purpose of meeting is removal of the director. And the meeting must notify adequately to the director. A director elected by a voting group of shareholders may only remove the shareholders of that voting group. Moreover, In a cumulative voting scheme, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. When a removed director demand compensation to a corporation, burden of proof as to removal with cause must burden on the corporation.