To whom are directors accountable? Stakeholder governance and the controversy over the amendment to Article 382‑3 of the Korean Commercial Act

This paper examines the proposition of ‘to whom directors are accountable’ through the lens of the controversy surrounding the amendment of Article 382-3 of the Korean Commercial Act in 2025, which expanded directors’ fiduciary duty from the ‘company’ to the ‘company and its shareholders’. Research indicates that while the amendment aims to address the ‘Korea discount’ and strengthen minority shareholders protection, its simplistic approach of expanding the object of fiduciary duty risks entrenching shareholder primacy, contradicting the global trend in corporate governance transformation. By comparing practices across major jurisdictions including the United States, United Kingdom, Germany, and Japan, this paper reveals the historical trajectory and theoretical foundation of directors’ fiduciary duty shifting from shareholder primacy toward stakeholder orientation. Recognizing the unique characteristics of Korean corporate governance—the three-dimensional interplay among chaebol, minority shareholders, and other stakeholders—this paper proposes a series of reforms to balance various interests. The study argues that moving beyond the semantic debate of duty ‘to the company’ versus ‘to shareholders’, and constructing a governance model that considers diverse interests while adapting to the local context, is essential to resolve the ‘Korea discount’ and advance corporate governance toward a more inclusive and sustainable future.