지원사업
학술연구/단체지원/교육 등 연구자 활동을 지속하도록 DBpia가 지원하고 있어요.
커뮤니티
연구자들이 자신의 연구와 전문성을 널리 알리고, 새로운 협력의 기회를 만들 수 있는 네트워킹 공간이에요.
초록· 키워드
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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.
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참고문헌 (24)
참고문헌 신청
A.L.I. / 2008 / Principles of Corporate Governance: Analysis and Recommendations
Bainbridge, Stephen M. / 2004 / The Business Judgment Rule as Abstention Doctrine / Vand. L. Rev 57 : 83 ~
Chittur, Krishnan / 1985 / The Corporate Director’s Standard of Care: Past, Present, and Future / Del. J. Corp. L 10 : 505 ~
Dooley, Michael / 1989 / The Role of the Board in Derivative Litigation: Delaware Law and the Current ALI Proposals Compared / Bus. Law 44 : 503 ~
Fischel, Daniel R. / 1985 / The Business Judgment Rule and the Trans Union Case / Bus. Law 40 : 1437 ~
Bainbridge, Stephen M. / 2004 / The Business Judgment Rule as Abstention Doctrine / Vand. L. Rev 57 : 83 ~
Chittur, Krishnan / 1985 / The Corporate Director’s Standard of Care: Past, Present, and Future / Del. J. Corp. L 10 : 505 ~
Dooley, Michael / 1989 / The Role of the Board in Derivative Litigation: Delaware Law and the Current ALI Proposals Compared / Bus. Law 44 : 503 ~
Fischel, Daniel R. / 1985 / The Business Judgment Rule and the Trans Union Case / Bus. Law 40 : 1437 ~
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