이사의 경영판단 책임에 대한 법적 고찰

The business environment of companies is changing so rapidly that it is impossible to predict. As the business environment of companies is always exposed to crisis due to unexpected variables such as the COVID-19 Pandemic, business decisions must respond flexibly and quickly to changes. This is because it is directly related to corporate sustainability, that is, survival. In this sense, the duty of care or loyalty of directors, which has traditionally been strictly valued, requires more relaxed business judgment. Korea is required to be responsible for violating directors' duty of loyalty after the IMF financial crisis, but it has been discussed that it is necessary to ensure autonomy in business activities by applying the business decision principle to directors who did their best in good faith. However, not only precedents but also academia do not agree on the applicability of the business judgement rule in questioning the director's responsibility for the company. The Korean Commercial Act is only responsible for violating the duty of loyalty and does not have specific regulations, so the issue of application of the business judgement rule is established through precedents. However, precedents still show a passive attitude rather than actively accepting it. Therefore, unless a director violates laws, etc. or decides for his or her own private interests, the responsibility for consequences based on business judgment should be reduced. It seems necessary to prepare abstract and extensive legal regulations in more detail and detail to make it easier to understand and to categorize the requirements subject to punishment so that criminal judgment on business judgment can be made. Furthermore, it is necessary to secure the business autonomy of a company by stipulating the business judgement rule under commercial law, such as Germany, and to support the global competitiveness of the company with legal stability.