개정 외감법 상의 비례책임제도에 관한 고찰

Proportional liability introduced by the Act on External Audit of Stock Company passed the legislative on December 19, 2013 is a system converted from the principle of joint and several liability of joint tort to the principle of proportional liability which allows parties’ to take partial responsibility if their indemnity range doesn’t exceed the part caused by themselves. If there is a liability to the Board of Directors or auditor(s) to compensate for damage of the third party, auditor or director of the company (in the case of the companies to which the audit committee has been established, it refers to the members of the Audit Committee.) in case that there is its auditors’ or the directors’ fault, they should compensate for damages in solidarity. However, the Board of Directors or the auditors those who are not the intentional auditors are to compensate for the damage according to the proportional(percentage) liability principle. Since the introduction of the law at that time, questions about how to protect the investors were left to this legal system and principle. It was decided to follow the additional compensation system for the insolvent and the system for protecting the small-scale investors of Civil Litigation Reform Act of 1995 of the United States. In this article, we shall include the concept of proportional liability, and discuss favor argument introduced at that time, for the accurate interpretation of the provisions. In particular, through the interpretation of the Article 17 Section 4, Section 5, and Section 6 of the Act on the External Audit of the Stock Company, I will check the future direction of the proportional liability principle, and describes how to improve it.