개정상법의 주요 해석상 쟁점－이사의 의무 및감사위원회위원 선임을 중심으로

This article analyzes key interpretative issues arising from the amendments to the Korean Commercial Act (Law No. 20991, July 22, 2025), focusing on the expansion of directors’ fiduciary duties under Article 382-3 and the restriction of voting rights of the largest shareholder in the appointment and dismissal of audit committee members under Article 542-12(4). The amended Article 382-3 broadens the scope of directors’ duty of loyalty from the “company” to the “company and its shareholders,” and explicitly stipulates the duties of protecting the interests of shareholders as a whole and treating all shareholders fairly. Directors bear these duties directly toward share- holders, and when a violation results in direct losses to shareholders, the affected shareholders may seek damages against directors either under the Civil Code for breach of obligation or under Article 401 of the Commercial Act. This development calls for a reassessment of the criteria distinguishing direct and indirect shareholder losses to ensure the rational application of liability rules. In addition, the amended Article 542-12(4) harmonizes the rules on voting right restrictions by abolishing the prior distinction based on whether audit committee members are outside directors. Under the new provision, voting rights exceeding 3% of the total issued shares held by the largest shareholder and its specially related parties are restricted in all cases involving the appointment or dismissal of audit committee members. This amendment raises significant interpretative issues, particularly concerning how voting rights should be allocated when the largest shareholder and its related parties are in disagreement in such matters.