미국법상 임원 책임의 감면 타당성에 관한 연구

Directors and Officers of a Corporation are sometimes used together in the name of “management”, but Directors and Officers have important differences in their roles. The difference in roles between Directors and Officers is an inevitable result due to the structure of the Corporation. Someone said that corporations should consider and deliberate on overall policies, and they need a deliberation agency composed of a number of people. Also, someone must ensure that corporate policies are implemented. The enforcement or implementation of a policy is the work of management and employees. Management is in charge of focusing on their respective responsibilities that require expertise within a sequentially narrowed range in a large organization. The management judgment principle is defined as the assumption that the directors of a corporation acted on an informed, well-intentioned, and in good faith in the actions taken were in the best interests of the corporation. The principle of management judgment is an excellent protection device for directors of corporations that have acted in good faith, and it has been established through precedents in the Anglo-American legal system, and legislation is underway in various countries. However, discussions on the possibility of using it as a defense device for corporate officers continue, especially for bank officers. Since the beginning of the Great Depression, FDIC has been a receiver of failed banks and has played a role in numerous lawsuits against former bank directors and officers. In particular, in the process of cleaning up the aftermath of the 2008 global financial crisis, the application of the business judgment rule has been denied and continuous attacks on the possibility of bank officers’ use of business judgment defense have been increased. The main purpose of this paper is to examine the management judgment principles under the common law and the liability reduction regulations under the actual law as a possibility of reducing responsibility for violations of the duty of care of corporate and banking officers under U.S. law. Before that, we will briefly consider it through. This paper summarizes the functions and roles of officers and directors in corporate governance, similarities and differences in their duties and responsibilities, introduces the basic principles of management judgment, litigation cases raised by the Federal Deposit Insurance Corporation (FDIC), and reports on the current status of corporate and banking officers under U.S. law.