회사 또는 주주 이익 관점에서 본 이사의 정보접근권

Following the recent amendment of the Commercial Act, the duties of directors have been further emphasized, and renewed attention has been drawn to the directorʼs right of access to information, which supports the effective performance of their roles and duties. This right is significant in ensuring proper execution of duties and the fulfillment of directorsʼ monitoring and supervisory obligations. However, concerns also arise regarding potential adverse effects of recognizing such a right, particularly in situations involving conflicts between the company and specific shareholders or control disputes between the largest and major shareholders. If activist funds, without genuine deliberation, gain access to corporate information through certain directors and exploit it for short-term profit, the interests of the company or shareholders as a whole may be adversely affected. Considering these risks, as well as the ongoing uncertainty surrounding the recent legislative amendment, it is necessary to strike a balance between recognizing and limiting the directorʼs right of access to information in light of the existing legal framework and the potential for abuse. Under the current Commercial Act, authority to make decisions regarding corporate management and to supervise the execution of directorsʼ duties is vested not in individual directors but in the board of directors. Individual directors are merely entitled to request the representative director to report to the board on the affairs of other directors or employees. In addition, the Act provides a unique audit system to ensure the proper oversight of directorsʼ performance of duties. In view of this structure, the directorʼs right of access to information should be understood as a limited right, exercisable only through the board of directors and subject to restriction from the standpoint of the interests of the company and its shareholders. This interpretation also has significance in preventing the right from being misused in ways that could negatively affect not only general shareholders but also other stakeholders and society as a whole in cases of corporate control disputes. The recent amendment to the Commercial Act has raised numerous issues in both academic and practical contexts-some deepening preexisting debates, others introducing new ones. Among these issues, this study examines the directorʼs right of access to information as one of the emerging legal questions. For the amendment to fulfill its legislative intent of advancing the common interests of the company and its shareholders, a systematic and in-depth analysis of such issues is required. In particular, further scholarly research is needed on matters of significant legal uncertainty arising from the amendment.