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영어

In the view of korean Commercial Law(corporate law), shareholders' interest protection and directors' liability in Holding Company are related with shareholder's interest protection closely. Holding Company is a company which possesses shares of the subsidiary and depends on the interest from the subsidiary. so that, the shareholder of Holding Company could not help concerning with operating business of subsidiary, Holding Company and subsidiary(child company) hold a equity respectively and the companies could hardly exercise the legal right. Being related with shareholder's interest, when assets of subsidiary are large one, the voting right in the company would be given to the shareholder. In this case, the basis of this theory has been based on piercing the corporate veil or pass through theory in conforming to case by case. However, now codification in korean Commercial Code would be discussed with a voting right, (double)derivative suit and an account inspection of subsidiary in Holding Company group. Also, in the concerned with director's liability of Holding Company, that of a commercial company applies in korean Commercial Law. In the operating Holding Company, to compared with director's liability(§399) of korean Commercial Code, the shareholder as Holding Company itself and subsidiary could exercise the right. But pure Holding Company do not like that of operating Holding Company, because the Company holds shares and dominates subsidiary only. So that, the shareholder's protection of pure Holding Company could not apply ordinary rules, therefore we must regulate director's liability by another provision in Holding Company group. Furthermore, it do not meet that outsider directors' authority and liability is the same thing with that of an executive director. The outsider directors of (Holding) Company focuses on management supervision to assure transparent operating business, therefore, they differ from an executive director or executive officer. Like this, it is not rightful that the liability of outsider director, executive director and executive officer are the same respectively, because of the difference to related business and gathering information extent. I think that it is required to establish director's liability limit, conforming with outsider directors' introduction to supervise director's business execution.