델라웨어주 회사법의 최근 동향과 한국 상법에 대한 시사점 - 지배주주 거래 규제와 절차적 안전장치를 중심으로 -

The Korean Commercial Code, as amended in July 2025, expanded directors’ duty of loyalty from the “company” to “the company and stockholders.” This legislative change necessitates the design of specific and clear procedural safeguards to ensure directors’ compliance with their duty of loyalty. Delaware has experienced intense debate over the past decade regarding judicial review standards and procedural safeguards for controlling stockholder transactions. The 2014 MFW decision established that the business judgment rule could apply through dual protections of an independent special committee and majority-of-the-minority stockholder approval. The 2024 Match decision extended this framework to all controlling stockholder transactions. However, this expansion of case law faced criticism for creating excessive legal uncertainty and litigation risk for corporations. In March 2025, the Delaware legislature enacted Senate Bill 21 (“SB 21”), legislatively overriding the Match decision. SB 21 allows a single-cleansing safe harbor for controlling stockholder transactions other than going-private transactions, provides a statutory definition of controlling stockholder, and strengthens the presumption of director independence. This article analyzes Delaware’s recent case law developments and legislative responses, and derives implications for Korean commercial law. Specifically, it proposes codification of procedural safeguards, differentiation of protections based on transaction types, ensuring the effectiveness of the independent director system, introduction of majority-of-the-minority approval requirements, and clarification of judicial review standards.