업무집행관여자의 책임에 관한독일 주식법과 상법의 비교연구

In Commercial Code of each country is specified the liability of the person, has affected the company actually with the power like directors, despite he is not a director. The Korean Commercial Code Art. 401.2 has been instituted in reference to the German Stock Corporation Act Art. 117. But both make a little difference. The Korean Commercial Code Art. 401.2 regulate widely the liability of the shadow directors, including de facto directors. In contrast the German Stock Corporation Act Art. 117 regulate only the liability of the person, with influence on the company has instigated the director an act, cause damage to the company. Consequently in German law the liability of de facto directors is resolved not by the Art. 117 but by the Art. 93. Therefore legal entity can not be a de facto directors. Legal entity is responsible by the company law relating to group (konzern law). The German Stock Corporation Act Art. 117 doesn't regulate the liability of the shadow directors to a third party. So this liability in German law shall be resolved by the civil tort liability. In contrast the Korean Commercial Code regulate the liability for damage of the directors to a third party.