이사에 대한 회사보상의 입법론적 고찰 = A Legislative Study of Company Indemnification for Directors

다국어 초록 (Multilingual Abstract)

The risk of liability for directors and officers has increased significantly in Korea and abroad. This risk directly related to the sustainable management of the company. Violations of the Fair Trade Act or fraudulent accounting often lead to administrative investigations, criminal punishment, and civil lawsuits for violations of laws and internal control obligations by companies as well as individuals such as directors, so a proactive response from companies is necessary. Holding directors accountable is absolutely necessary, but it can easily lead to passive management. In this case, the function of protecting directors and other third parties and supporting defense costs is corporate compensation, which is recognized in the US, UK, and Japan.
However, in Korea, company indemnification is not institutionally recognized, and it is recognized embezzlement in the payment of attorney fees for criminal cases against the representative of the group. In practice, there are frequent cases of illegal support for civil and criminal defense costs for directors, etc., and there is a large gap between the law and reality and concerns about conflicts of interest. Therefore, it is necessary to establish a legal basis for company indemnification to the extent that it does not conflict with the appropriateness of the job, and to secure substantive and procedural fairness. Recently, there have been rulings that recognized the validity of attorney fees paid by the company for the representative director as company indemnification.
It is necessary to require the company to indemnify for defense costs when directors and officer succeed in defense in civil, criminal, and administrative procedures related to the execution of business. In other cases, it would be desirable to set limits by law while stipulating it in the articles of incorporation or a indemnification contract based on the articles of incorporation.