The objectives of this paper are to examine the rights and liabilities ofdirectors or shareholder in group-affiliated company. Two or more companiesthat are related through common ownership but are treated as one for KoreanCommercial Law. An affiliated group consists of a parent company and one ormore subsidiary companies. The parent company must own at least 50% of itssubsidiary`s stock in Korean Commercial Law. But in another countries - forexample, America, Germany, Japan - Parent company means a juridical personwho controls the management of a stock company, including, but not limited to,a company which has a stock company as its subsidiary. Most large business affiliated groups are privately owned and managedby the founders and their families. In this affiliated groups, parent company willmost likely take control of the whole subsidiaries. In this regard, KoreanCommercial Law, which provides rules that individual companies within acorporate group have independent legal personality, is in many aspects far fromreality. So, I think, there is a need to be established for affiliated groups inKorean Commercial Law. This paper aims to look into plans to protect shareholders of parentcompany, and shareholders and creditor of subsidiaries. In cases where parentcompany intent to transfer the assignment of the entire business, or significantpart of the business, or entire stock of subsidiaries company, it must obtain theapproval of the parent`s shareholder meeting. If director of the parent companydetect any fact likely to causes substantial detriment to the subsidiary, they shallimmediately plan the solution such fact. There is need to investigate themultiple derivative suit between parent company and subsidiary company(all ofits issued shares to be acquired by parent`s company).