일본에서 이사에 의한 종업원 빼가기와 그 책임에 관한 일고찰

Although a director may advise other employees of intention to enter other promoting company or competing company while still employed by the corporation, his or her duty under § 356(competition with the Corporation), § 355(Duty of Loyalty) in Japan Corporation Law(§ 398, §382.2 in Korea Corporation Law) would be violated if, while still in the corporation's employ, the director attempts to persuade an employee to join the new promoted corporation or competition whit the corporation. About the problem of solicitation of employees by director while in office, there have been many theories and precedents in Japan. So, I would like to researching about Japan cases, and finding its implications for Korea. Before resigning from office, a director is to do headhunting his or her subordinate employees with intent to take other corporations. A theory and some precedents maintain that it is breached competition with the corporation. But It should not be read as「any transaction in the line of business of the stock company」. It rather breach under director's duty of loyalty. Then, What means「duty of loyalty」directors in headhunting of a corporation's employee? There are opposing opinions on this problem. I think that an unfair solicitation of employees by director shall only breach the duty of loyalty. The scope of claim for damages cover the lost profit and the cost of advertisement.