자회사의 부실에 대한 지원과 모회사 이사의 책임

In management of the corporate group, what is the means of appropriate group management in a certain situation? Compared with the case of individual companies that manage properly in the corporate group, they present a very complicated appearance. Proper management of individual companies is aimed at each company implementing activities to increase its profits. Therefore, obligation to the fiduciary duty by the director of the company is interpreted as planned to increase the profit of the company to which he belongs. Within the corporate group, both the parent company and the subsidiary may not have the same profit of the company and the interests of the whole group, that is, the collective interests of the group. In this case, it is a problem whether the directors of each company should prioritize the interests of the corporate group rather than the company's interests. In some cases, parent company’s directors act for the interests of the entire group, which may be detrimental to the parent company. The typical case is the relief of a subsidiary and the liquidation of a subsidiary that faced a management crisis. What is the responsibility for the group management of the parent company’s director in the event that the director of the parent company takes command of management to relieve or liquidate subsidiaries and others faced with the management crisis? Regardless of relief of a subsidiary or liquidation of a subsidiary, by practicing it, even if, for example, even in the case where the loss of the parent company has a reasonable probability, if there is a possibility that new interests may be created in the parent company, the management decision of the parent company’s director is respected. Under the interpretation of the Commercial Act, it is impossible to impose direct responsibility for the management of the subsidiary to the directors of the parent company. It is because our Commercial Act is legislating to emphasize independent legal personality of individual companies based on the entity approach. However, since the parent company's director bears the duty of care and the duty of loyality to the parent company, the subsidiary has meaning as an asset of the parent company, so that it does not hurt the essence of the legal personality of the company, there is a need to rationally interpret the responsibilities of the parent company’s directors.