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An amendment proposal about Korea corporate law including a new executive organization of officers is being reviewed and examined to be legislated in the Congress. The officers of corporation is one organization of corporate executives which is composed of president, vice president, treasurer and secretary and etc. those who are appointed by and monitored under the board of directors.
According to the amendment proposal, it doesn't require specific named positions by the statute but leave it up to the charter or by laws or to the board of directors. The statutory specification of named positions is needed in the new Korea corporation law as most older statutes have specified the particular officerships in USA. Especially the authority originated from the officerships must be specified by various corporate posts. In USA corporate law, most older statutes specify the particular officerships that a corporation must have. And the scope of authority inherent in the officerships has been set up through the a lot of litigation. Of course there must be the common understanding of business people and the board of directors' granting of the actual authority to the officer in question. In the renewed Korea corporate law through the amendment, it must specify the authority in posts by the statute. If not so, there may be something complicated in the process of interpretation and application of related law about the authority of officers.
The officerships is one of executive organization in Korea corporate law but it is not a decision making organ. They act as the board of directors decides and they execute the corporate business after they consider and judge something within their powers authorized by the board of directors, charter or by laws.
The new executive organization of corporate, officers, must be replaced by the representative director system. Nonetheless, whether they choose the legal system of officers which is newly introduced in the amendment proposal of Korea corporate law or the legal system of representative director which has been used as an executive organization of Korea corporate law still now and continuously will be used by their choices in real, depends on their choices in their charter of corporation according to the new amendment proposal. The amendment proposal doesn't require the business corporation to set up the system of officers compulsorily as an executive organization of corporation.
New legislation of the system of officer as an executive organ of corporation to replace of the old system of representative director even if selectively is not easy to complete the legal composition. Some more kinds of legislative working to complete the amendment should be needed additionally.
According to the amendment proposal, it doesn't require specific named positions by the statute but leave it up to the charter or by laws or to the board of directors. The statutory specification of named positions is needed in the new Korea corporation law as most older statutes have specified the particular officerships in USA. Especially the authority originated from the officerships must be specified by various corporate posts. In USA corporate law, most older statutes specify the particular officerships that a corporation must have. And the scope of authority inherent in the officerships has been set up through the a lot of litigation. Of course there must be the common understanding of business people and the board of directors' granting of the actual authority to the officer in question. In the renewed Korea corporate law through the amendment, it must specify the authority in posts by the statute. If not so, there may be something complicated in the process of interpretation and application of related law about the authority of officers.
The officerships is one of executive organization in Korea corporate law but it is not a decision making organ. They act as the board of directors decides and they execute the corporate business after they consider and judge something within their powers authorized by the board of directors, charter or by laws.
The new executive organization of corporate, officers, must be replaced by the representative director system. Nonetheless, whether they choose the legal system of officers which is newly introduced in the amendment proposal of Korea corporate law or the legal system of representative director which has been used as an executive organization of Korea corporate law still now and continuously will be used by their choices in real, depends on their choices in their charter of corporation according to the new amendment proposal. The amendment proposal doesn't require the business corporation to set up the system of officers compulsorily as an executive organization of corporation.
New legislation of the system of officer as an executive organ of corporation to replace of the old system of representative director even if selectively is not easy to complete the legal composition. Some more kinds of legislative working to complete the amendment should be needed additionally.
목차
Ⅰ. 서
Ⅱ. 집행임원제도의 개념
Ⅲ. 집행임원의 선임과 종임
Ⅳ. 집행임원의 업무집행권한(개정상법안 제408조의4)
Ⅴ. 집행임원의 의무(주의의무)
Ⅵ. 집행임원의 책임(개정상법안 제408조의8)
Ⅶ. 사실상 집행임원의 책임(개정상법안 제408조의9, 제401조의2)
Ⅷ. 이사회 등의 집행임원에 대한 감독
Ⅸ. 결론
참고문헌
〈Abstract〉
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