법조 제75권 제3호(통권 제777호) 연구논문 - 286 - ❙Abstract❙ A Study on Legislative Inaction Regarding Liability Provisions Under the Regulations on the Automatic Disqualification of Independence Directors and the Protection of Shareholders’ Fundamental Rights* - Focusing on the Corebit Retrial Decision, Seoul High Court, 2015Na948 - 99)100) Ko Eun Jung** Articles 382 and 542-8(2) of the current Commercial Act stipulate that an outside director of a listed company shall automatically forfeit their status if certain grounds arise. This is based on the legislative view that allowing an outside director to retain their position when their independence has been compromised runs counter to the soundness of a listed company’s corporate governance and public confidence in the capital market. However, the Commercial Act merely prescribes the legal effect of the loss of status as an outside director; it does not contain separate provisions regarding liability for the performance of duties, involvement in board meetings, involvement in public disclosures, or breaches of monitoring and supervisory duties following such loss of status. Consequently, the loss of eligibility of an outside director has a direct impact on the determination of liability for damages by directors under Article 162 of the ‘Capital Markets and Financial Investment Services Act’, weakens the normative effectiveness of the relevant liability provisions, and creates a structural and institutional gap in the protection of shareholders’ property rights. This study focuses on the Seoul High Court’s 29 October 2015 analyses the causes by which the provisions on the loss of eligibility of outside directors under the ‘Commercial Act’ have led to a disconnect in the attribution of directors’ * This work was supported by the Ministry of Education of the Republic of Korea and the National Research Foundation of Korea(NRF-2023S1A5B5A16081993). ** Research Associate Professor, The Institute for Social Development and Policy Research, Seoul National University/Doctoral of law.
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