Recently korean Commercial Law has been changed to impose more duty on directors (duty of care and loyalty(§382의3), -to liability on shadow director(§401의2)(de facto director) and to strengthen the shareholders' rights after 1997. Under these articles, it is troublesome that the director need to be protected from liability of corporate damages. The exemption of director's liability(§400) is possible with the unainimous of the all shareholders' consent and it is an obstacle to business management. Therefore it is required that the limitation of directors liability for the corporation should be lightened. In America, the director's liability can be restricted by corporate articles. That is, the restriction or exemption of director can regulate in corporate articles. And the requirement of director's liability is restricted by business law, being restricted the indemnity of director's liability by the law. In Japan, there are several measures about exemption of the director's liability of corporate damage. By whole shareholders' consent and by financial document approval, director discharges his liability. In Germany, the director's liability for damage to corporation is given up and compromised, the director's liability for reparation is possible to be reduced. In korean Commercial Law, The director's exemption(whole or partial exemption) is possible by whole shareholders' consent(§400). On the Law, because the provision is enforceable, it cannot be allowed to different one on articles or majority's consent neither. In this circumstances, is it possible to restrict director's liability by revising Commercial Law? The Law can exempt director's liability by whole shareholders' consent, it protects shareholders interest but it is questionable. In the viewpoint of corporation itself or shareholder's protection, whether the exemption of director's liability is possible by whole shareholder's consent or corporation's property right doesn't give up by majority. In the viewpoint of majority, the requirement of whole shareholders' consent is not conformed to corporation itself and to whole members' consent in corporation too. Though director's liability is exempted by whole shareholders' consent, it is possible by provision in korean Civil Law(§506). I think it is necessary that the requirement of whole shareholders' consent and total compensation should be revised, korean Commercial Law would confer to foreign nations' ones in the future.

Recently korean Commercial Law has been changed to impose more duty on directors (duty of care and loyalty(§382의3), -to liability on shadow director(§401의2)(de facto director) and to strengthen the shareholders' rights after 1997. Under these articles, it is troublesome that the director need to be protected from liability of corporate damages. The exemption of director's liability(§400) is possible with the unainimous of the all shareholders' consent and it is an obstacle to business management. Therefore it is required that the limitation of directors liability for the corporation should be lightened. In America, the director's liability can be restricted by corporate articles. That is, the restriction or exemption of director can regulate in corporate articles. And the requirement of director's liability is restricted by business law, being restricted the indemnity of director's liability by the law. In Japan, there are several measures about exemption of the director's liability of corporate damage. By whole shareholders' consent and by financial document approval, director discharges his liability. In Germany, the director's liability for damage to corporation is given up and compromised, the director's liability for reparation is possible to be reduced. In korean Commercial Law, The director's exemption(whole or partial exemption) is possible by whole shareholders' consent(§400). On the Law, because the provision is enforceable, it cannot be allowed to different one on articles or majority's consent neither. In this circumstances, is it possible to restrict director's liability by revising Commercial Law? The Law can exempt director's liability by whole shareholders' consent, it protects shareholders interest but it is questionable. In the viewpoint of corporation itself or shareholder's protection, whether the exemption of director's liability is possible by whole shareholder's consent or corporation's property right doesn't give up by majority. In the viewpoint of majority, the requirement of whole shareholders' consent is not conformed to corporation itself and to whole members' consent in corporation too. Though director's liability is exempted by whole shareholders' consent, it is possible by provision in korean Civil Law(§506). I think it is necessary that the requirement of whole shareholders' consent and total compensation should be revised, korean Commercial Law would confer to foreign nations' ones in the future.

limitation of director's liability, shareholder's protection, duty of care, duty of loyalty, shareholder's derivative suit