주식회사의 지배구조개선에 관한 고찰

In the latter of 1990’s, Korean corporate governance has been competitively reformed in the Korean crisis of foreign exchange. Corporate governance part of Korean Commercial Code has been frequently changed according to the world regulatory standard. Recently, the Commercial Code Revision Bill, in which the executive officer is introduced, was finally passed in the National Assembly in 2011. Reformation of corporate governance is a long time legal issue which has been discussed. Nevertheless, the definition of corporate governance is not a singleconclusive notion but various meanings. In this paper, the author analyze many legal issues in corporate governance, such as Corporate Social Responsability (CSR), shareholder democracy, separation of control from ownership, duties of directors (duty of care, fiduciary duty), reformation of the board of directors, etc. In conclusion, the author proposes increasing manage transparency and improving manage fairness has needed in Korean corporate governance.