자회사의 경영관리에 관한 모회사 이사의 책임-일본 최고재판소 2014. 1. 30. 판결의 검토-

This paper reviews a recent Japanese case (Fukuoka Fish Market Derivative Suit case) concerning directors’ duties and liabilities of a parent company for acts of a subsidiary. On 30th January 2014 Supreme Court of Japan held that directors of parent company had a duty of oversight or a duty of care for acts of a subsidiary company which is a wholly owned subsidiary of the parent company. The first issue in this case is whether directors of a parent company have a duty of oversight of a subsidiary. The second issue is whether directors of a parent company are liable for acts of a subsidiary. In the decision of Fukuoka District Court which is a court of first instance found that directors of a parent company had a duty to oversee irrationality and fraud of directors of a subsidiary. The Court, also, held that directors of a parent company had responsibility for violation of the duty of care to acts of a subsidiary. Fukuoka High Court and Supreme Court of Japan affirmed the District Court decision. Fukuoka Fish Market Derivative Suit case casts a long shadow to Japanese case law in the way that Japan forged new legal regime for big business conglomerates in Japanese Companies Act such as the introduction of multiple derivative suit. In Korea, there are no apparent court rulings that directors of a parent company are liable for acts of a subsidiary. However, it is difficult to strongly deny that parent company directors have a duty of oversight for acts of a subsidiary company directors since group of companies systems rapidly grows in business environment and regulations of corporate groups systems are highly diversified at the same time. Nevertheless, subsidiaries are separate and distinct legal entities from the main companies. The protection of subsidiary autonomous activities is as important as the regulations.