Earticle

초록

영어

The executive officers mean, in the case of a corporation, the top of officers of a corporation. In 2011, the Korean Commercial Code adopted the new regime for the executive officers, and, as the duty currently stands, they owe some duties(including fiduciary duties) analogous to those owed by directors, to the company they are employed by and the shareholders they serve. In the U.S., the Delaware Supreme Court, renowned for its corporate governance decisions, recently decided Gantler v. Stephens and held that corporate officers owe the same fiduciary duties as directors. Before Gantler, two competing views emerged with respect to the protections courts should extend to executive officers for alleged breaches of fiduciary duties. One argued that executive officers and directors were equal fiduciaries and, therefore, courts should afford them the same business judgment presumption. Another contended that executive officers had greater responsibility over the day-to-day operations of the companies and, thus, should not be given the deferential treatment of the business judgment presumption. Gantler is important because it expressly held that executive officers are fiduciaries, however, the opinion left some very important questions undecided. One of those questions is whether the business judgment rule applies to executive officers. This article studies on the theory and practice of the business judgment rule under Delaware law in order to have a clearer understanding of whether Korea needs the rule to protect executive officers under the Korean Commercial Code.

목차

I. 서론
 II. 집행임원에 대한 경영판단원칙의 적용 가능성 관련 미국 학계의 이론
 III. 집행임원에 대한 경영판단원칙의 적용 가능성 관련 미국의 사례
 IV. 결론
 참고문헌
 ABSTRACT

키워드

저자

• 문정해 [ Moon, Jung-Hai | 원광대학교 법학전문대학원 조교수, 법학연구소 연구위원, 법학박사. ]

참고문헌

발행기관

간행물

표지보기 관심저널 등록

• 간행물명

  원광법학 [Journal of Law research]

• 간기

  계간

• pISSN

  1598-429X

• eISSN

  2508-4526

• 수록기간

  1962~2026

• 등재여부

  KCI 등재

• 십진분류

  KDC 360 DDC 340