미국 회사법상 경영판단의 원칙과 완전한 공정성 기준의 적용 법리 - 미국 델라웨어주를 중심으로

Delaware corporate law is regarded as the most advanced legal framework establishing the doctrine of fiduciary duties. In particular, the doctrine concerning the duty of loyalty has developed so extensively that it can be considered the cornerstone of Delaware corporate law. Delaware courts distinguish breach of fiduciary duty cases based on the existence of a conflict of interest and apply different standards of review: the business judgment rule for cases without a conflict, and the entire fairness for cases with a conflict. Even when a conflict of interest exists, if cleansing techniques are in place, the business judgment rule is applied, allowing for a more lenient standard of review. Thus, Delaware corporate law has evolved its jurisprudence by pursuing and harmonizing two objectives: safeguarding corporate autonomy and protecting shareholder interests. In contrast, Korean Commercial Act recently amended to expand the scope of directors' duty of loyalty from “for the corporation” to “for the corporation and its shareholders,” aiming to strengthen shareholder protection. However, the amended provisions merely expanded the scope of the duty without establishing any rules regarding the scope of duty violations, the method of liability pursuit, or the standard of review. Notably, despite the potential for the scope of the duty to be interpreted infinitely expansively, no standard of review or safeguards were introduced to define its limits. This study, originating from this problem awareness, analyzes the fiduciary duty under Delaware corporate law, the legal principles governing the application of the business judgment rule and the entire fairness as the standards for reviewing this duty, and seeks improvement measures to reestablish the legal principles concerning liability for breach of directors' duty of loyalty under Korean commercial law.