초록 열기/닫기 버튼
One issue of directors' liability system is whether it focuses on its function of retrieving loss to a company or the function of preventing directors' negligence in duties(as a deterrent to their legal violation). Directors' liability to a company, up to date, has been considered as strict liability despite the debates on its nature. However, recent revision in the business law views its nature as fault liability resulting in the retreat of its compensating function. This can be seen in the institution of mitigating directors' responsibility that is introduced through the legal revision, which is a legal adjustment that guarantees directors to carry out free and flexible management. Taking account of the recent business activities going beyond domestic level to become global, it is desirable to lay a foundation in the corporation law. The revision is a sign of building legal institutions that can promote fast and flexible business management for the survival of businesses in different economic situations arising from global business activities. The theory on the directors' responsibility for a company is restructured based on the basic position of fault liability just like in the civil liability, and its written stipulation helps clarify the nature of directors' liability. The revision tries to avoid a radical change but balance the directors' liability in that strict liability without fault still exists so that the burden of proof stays with a director in the case the director's responsibility is mitigated because of the fault liability. Here, the reversal of the burden of proof is meaningful in the sense that a plaintiff who do not know well about the inside information is in difficult position to prove when questioning the director's liability. Unless the director proves his or her infallibility, he or she can't be exempted from the liability. This forces directors to be fully responsible and act carefully as a director.
키워드열기/닫기 버튼
directors' responsibility, Negligence in Directors' Duties, revision commercial law, strict liability, global business activities, inside information of company
