초록 열기/닫기 버튼
In the United States, a theory that the outsider director should be reduced or indemnified from his responsibility had been asserted on the occasion of Smith v. Van Gorkom case which the Delaware supreme court had ruled out the principles of managerial judgement and recognized the responsibility of the outside director on the board of directors' decision of the merger in 1985. The theory produced rationales for reducing in and indemnifying from the responsibility such as the outside director's heavy burden of responsibility resulting from a flood of class actions, the non-life insurance companies' refusal or avoidance to accept the liability for executives as the result and the difficulty to scout for talented people to be inaugurated as outside directors. Although some states made laws that reduce the outside director's responsibility, they solved the problems of the system in the United States tort law through legislation and made efforts to solve the question of insurance companies to avoid accepting the liability for executives through any appropriate regulation because the crisis of the United States non-life insurance was due to the problem of the system in the United States tort law and the resultant avoidance to accept insurance rather than due directly to the increase of damages resulting from vexatious lawsuits. In Korea likewise, although a theory that the outside director should be reduced in or indemnified from his responsibility is being asserted, the outside director is like a full-time director in his powers and liabilities except that the former does not manage a company in person and is inferior to the standing directors only in the ways and means to grasp the information necessary for monitoring and supervising them. It preferably needs to reinforce the outside director's right to collect information and his obligation to keep trade secrets in order to prevent the secrets from being disclosed in return. Under the present Commercial Act, the outside director has ways and means for supervising and controlling full-time directors like the power to attend the board of directors and take an decision, other powers relating to a stockholders' meeting and various powers to lawsuit and the outside director is fully guaranteed to acquit of the responsibility only by requesting the board of directors to make an entry of his dissent and signing and sealing his name against the full-time directors' arbitrary decisions. In addition, as there is moch scope for the outside director to reduce or exempt from his responsibility by way of the application of the principles of managerial judgement and taking out a liability insurance, there is no need to take measures to ease or acquit of his responsibility particularly. Rather, I should advocate a fierce dog theory so that we can create an environment forcing the outside director to fall short of expectations of major stockholders who have appointed him as outside director and supervise thoroughly for fear of being accused of his responsibility in order to prevent the outside director's negligence of oversight by grooming a fierce dog super for calling the outside director full account.
키워드열기/닫기 버튼
outside director, full-time director, liability insurance for executives, Smith v. Van Gorkom case, reduction and indemnification of responsibility, power to collect information, a fierce dog theory, obligation to keep secrets, right to control and supervise
