주주에 대한 충실의무 조항의 해석- 독일법상 계약의 제3자보호효를 실마리로 하여 -

The 2025 amendment to the Korean Commercial Act revised the provision on directors’ fiduciary duties by expressly introducing a fiduciary duty owed to shareholders. However, the introduction of such a shareholder-oriented fiduciary duty had already been the subject of intense controversy prior to the amendment, and even after the enactment of the revised Act, opinions remain sharply divided as to its proper interpretation. Against this backdrop, this article seeks to systematically clarify the nature of directors’ fiduciary duties to shareholders under the amended Act and the scope of liability arising from their breach. This article distinguishes shareholder interests into two categories: (i) “collective shareholder interests,” which are distributed through corporate-law mechanisms—such as dividends and the distribution of residual assets—after being mediated by corporate interests; and (ii) “individual shareholder interests,” which are realized through private-law transactions—such as the sale or exchange of shares—without being mediated by corporate interests. The author argues that the amended Act is intended to provide additional protection primarily for individual shareholder interests. While grounding such protection in the mandate relationship between directors and the corporation, this article further invokes the German civil law doctrine of contracts with protective effects for third parties to demonstrate that directors may owe direct duties to shareholders. In addition, this article differentiates between the “duty to protect the interests of shareholders as a whole” and the “duty to treat the interests of all shareholders equally and fairly,” as prescribed in Article 382-3(2) of the amended Act. The former is understood as setting the outer limits of protection for individual shareholder interests, whereas the latter functions as a concrete standard of conduct aimed at preventing conflicts among different groups of shareholders. Under this interpretation, the duty to treat the interests of all shareholders equally and fairly—relating to individual shareholder interests—derives its legitimacy only insofar as it does not infringe upon the interests of shareholders as a whole, which correspond in substance to the collective shareholder interests aligned with corporate interests. Finally, this article analyzes liability for breaches of directors’ fiduciary duties to shareholders by distinguishing between indirect and direct damages. It points out that, under the amended Act, the circumstances in which directors may incur direct liability to shareholders for damages are likely to expand significantly. Through this analysis, the author aims to present an interpretive framework that coherently integrates the legislative intent behind the provision on fiduciary duties to shareholders, centering on the concept of individual shareholder interests.