2021년 회사법 주요판례 평석

In 2021, there were also some notable supreme court cases to review in the field of the corporation law. Considering the limitation of the length and for an in-depth review, the following six cases dealing with important corporate law issues were selected:① case holding that representative acts in breach of the scope of representation are valid if the third party to the transaction is in good faith or non-gross negligence, ② case specifying the duty of directors to establish a reasonable internal control system, ③ case allowing to claim the performance of debts borne by an individual(shareholder) before the establishment of his company against it if certain conditions for (reverse) piercing the corporate veil are met, ④ case holding that even if the credit granting for the major shareholders etc. is prohibited under Article 542-9 Paragraph 1 of the Commercial Act, it is valid if the third party to the prohibited credit granting is in good faith or non-gross negligence, ⑤ case stating that a director's liability for damages to the company pursuant to Article 399 (1) of the Commercial Act is an obligation with no fixed period for performance, and therefore the director is liable for delay from the date of receipt of the request for performance, ⑥ case holding that the pre-suit demand for a shareholder’s derivative suit should state the responsible directors and the facts causing liability to the extent that they can be specified. Although some of theses cases are partially disappointing on some issues, they are generally in line with the purpose of the relevant articles and draw conclusions that are faithful to the legal principles.