2011년 개정상법상의 이사의 의무와 손해배상책임

The purpose of this study is to review the duties and liabilities of corporate directors under the revised commercial law in 2011. And the main stress is laid upon the elimination and limitation of directors liabilities. Nowadays, derivative suits are brought frequently against directors by minority shareholders. So that, most of directors are daunted by failure on business management acts. And because of large compensation for damage as directors liability, it is difficult to get a capable man as an applicant for corporate director. The relationship between corporation and director is trust under commercial law. Accordingly, director is under on duty of care and duty of loyalty to corporation, and some obligation under commercial law such as duty of trade secret, duty of non-competition, duty of usurpation of corporate opportunity and property, duty of director's self-dealing, duty of oversight or duty of monitor. Director must always perform in good faith and in a manner reasonably believed to be in the best interests of the corporation. If director breaches any duties above, he should have very strict and large liability. So that, the commercial law provides elimination of director's liability. It is required all shareholders' consent to elimination of director's liability. But it is almost impossible to get all shareholders' consent in shareholder meeting, especially in the listed company. The revised commercial law in 2011 provides limitation of director's liability. Now we can deliberate what is the best way to limit or eliminate director's liability among limitation and elimination of liability, division of liability, business judgement rule. And a company will use directors and officers liability insurance. All of these systems are considered briefly in this study.