이사의 책임제한제도에 대한 재검토

The director, as a person who is in the position of the authorized person in relation to the delegated relationship, shall fulfill his duty of care and loyalty in the management and execution of the company. Also, the director must make swift decisions for the benefit of the company and shareholders in the uncertain and unpredictable circumstances of the future. However, this judgment of the director does not always result in the company's desired results and in some cases, by causing damages to the company, the directors may take a heavy responsibility under Article 399 of the Commercial law. As such result, he is reluctant to take office as a director. Accordingly, the provision of Article 400(2) as a countermeasure was newly established in the Korean Commercial law. Nonetheless, there are several problems. Therefore, In this article, I will solve in the such problems. Firstly, I will suggest that it is necessary to establish the provision related to the determinant of limitation of liability of the directors. As the next problem, in US law, it is excluded serious gross negligence from the exclusion elements of liability limitation, whereas in our country, it is not excluded it from the exclusion elements of liability limitation. Therefore, we need to improve the provision to contain in the element of liability limitation. Finally, it is necessary to further define the criteria and bound of liability reduction and exemption amount under the liability limitation, such as the Japanese law, and to specify the calculation method. Furthermore, related to the untrue joint obligation, I will point the fact that the absolute effects theory have proper and allow the inside allotment and right to indemnity.