業務執行指示者 등의 責任에 관한 硏究
(A) Study on the liability of the director of business management etc
업무집행지시자 책임 업무집행;
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Shareholders of the company have no responsibility for the administration of the company due to their limited liability and board of directors and representative directors are only stipulated as the only administrator of business in commercial code. Even though controlling shareholder had had actually an influence on the management of business, they didn't have legal liability as they were not in the position of directors. But the Controlling shareholder made actually profits by conducting influence on the company, creditor of the company and minority shareholder etc and their sacrifices. So, It was stipulated in commercial code which was revised in 1992 that the person who has an influence on the administration of business by their influencing power are though as directors of the company in a Article 399, 401. Even though the statute provides as the director of business management etc which means a defacto director in a point of view that Article 401-2 is a legal fiction of a non legal director as a director. Undoubtedly, the person who intervenes in the management of business could be to blame for doing it. But commercial law revised in 1998 established a new Article 401-2 to remove the room for denunciation. In this thesis, I will study general contents of a new Article 401-2 and present the reform measures. Chapter Ⅰ is about the purpose and the extent of this thesis Chapter Ⅱ exams the need of regulating the director of business management etc and instance of legislation in foreign countries. Chapter Ⅲ studies the human extent of directors of business management etc. Chapter Ⅳ exams issues of law in business management etc. and last Chapter Ⅴ forms a conclude of this thesis. The purpose of establishing a article 40102 is to place the responsibility for defacto director's intervening business management and prevent from avoiding his responsibility. The stipulation of a Article 401-402 will not only place the minority shareholders and creditors under the protection of the law but also guarantee the transparency of company. and an substantive enactment of a Article 401-2 will serve as a major opportunity to realize the principle of justice and equity and the principle of separating ownership and management not yet fulfilled. A required condition which brings a derivative suit was recently relieved. So, it will gradually increase to call directors to account and a article 401-2 which deals with the liability of a director of business management etc will be expanded to much wider extents.