이사의 준법감시의무 — 서울고법 2020나2034989판결의 평석을 중심으로 —

Strengthening corporate internal control is a trend, and major countries impose internal control systems and compliance obligations on directors through corporate laws, special laws, or governance system guidelines. Under the Commercial Law, companies are obliged to comply with the compliance and to establish internal control of financial institutions under the Financial Corporation Governance Act. In this trend and legislative environment, the court recently judged that all directors, including outside directors, should be subject to legal oversight. The issue of the court's decision is whether directors, including outside directors, are legally responsible for compensation through the establishment of an internal control system. The court upheld this and extended its oversight obligations to all directors, including outside directors. This is a meaningful case law that reminds companies of the importance of establishing internal controls system and compliance and risk management in order to enhance their competitiveness. However, in order to investigate whether the interpretation of the obligation to observe all directors is excessive in management, the court evaluated the judgment after reviewing through comparative study of Legislation of other Countries. Therefore, in order to prevent corporate management from shrinking, it is desirable to impose liability for violations of the director's obligation to supervise the company due to the conditions described in the case of caremark in the U.S. Accordingly, in this study, it was considered that the purpose of the judgment was basically correct, but in terms of preventing the contraction of corporate management, the same requirement as set out in the US Caremark case, that is, the 'continuous or systematic negligence of monitoring' of directors. In cases where it is clear that damage to the company has occurred as a result of this, it is desirable to impose responsibility for the violation of the supervisory duty.