영국법상 이사의 주의의무와 경영판단 - 19세기 판례로부터 현재까지 -

In the Anglo-American legal system, the duties owed by directors in relation to corporate governance have developed through case law, some of which has been codified in statute. Under English case law, directors owe fiduciary duties based on equitable principles and the common law doctrine of negligence. Among the duties owed by directors in relation to the affairs of the company, English case law has recognized a duty to act in good faith, a duty to act with a proper purpose, and a duty not to fetter their future discretion. These duties were codified in the Companies Act 2006 as a duty to act within powers, a duty to promote the success of the company, a duty to exercise independent judgment, and a duty to exercise reasonable care, skill and diligence. In Chapter II, this thesis examines the case law development of directors’ duties of care, identifying and analyzing the most prominent cases for each duty, and how they have been incorporated into the Companies Act 2006. Chapter III also presents and analyzes the most significant cases to show how English case law treats directors’ business judgment. Despite the fact that English courts recognize directors’ discretion in making business judgments, the UK has not codified this. In Chapter IV, I outlined the implications of directors’ duties of care under English law for Korea. English law has the advantage of specifically defining a directors’ duties of care so that directors are clearer about the duties they owe and the standard by which they are judged. It should be considered whether a limited objective/subjective standard of judgment can be introduced if companies wish to rely on the special knowledge and skills of their directors. With respect to business judgment, whether to codify it would need to consider whether there is an overabundance of litigation regarding director liability and the difficulty of stipulating requirements to recognize the business judgment rule.