Directors and Officers Liability Insurance(Hereinafter D&O Insurance) provides liability protection for the acts of a corporation`s directors and officers and typically covers economic loss. It has been increased explosively after case of Smith v. Van Gorkom in 1985 in the United States. D&O Insurance policies generally offer different types of coverage. Side A coverage provides coverage directly to directors and officers for loss resulting from claims made against them for their wrongful acts committed in their capacity as a director or officer. Side B coverage reimburses a corporation for amounts which it expends in indemnifying its officers and directors. Side C coverage provides coverage for losses suffered by a corporation itself, irrespective of any losses suffered by its directors and officers. Considering devices of controlling responsibility of director in Korean Commercial Code, Article 400 for exemption of responsibility of director require consents of all shareholder in Shareholder`s Meeting. But consents of all shareholder is actually hard to get. Also Article 400 set a limit that directors have to pay but this means directors have to pay within limit. Therefore D&O Insurance have a possibility of working as a effective device for controlling responsibility of director of corporation. Even though D&O Insurance is still not included as a legislation to Korean Commercial Code, D&O Insurance actually performs to control the responsibility of director of corporation. Topic of many previous research for D&O Insurance was related within framework of Insurance Law. Here I`ll study some topics related within framework of Corporation Law. In this thesis many problems such as scope of insured, method of legislative introduction for D&O Insurance, burden of premium, exclusions related with ordinance violation were discussed within the framework of corporation law. Complementary points in terms of interpretation and legislation of Corporate Law are needed to operate D&O Insurance in framework of Corporation Law functionally. If Complementary points are met requirement, D&O Insurance should work for distributing responsibility between corporation and directors properly.