회사의 이익 -전환사채발행에 대한 이사의무와 관련하여-

What does a corporate interests means? This question is related with a corporate nature. There are law-economic approaches to grasp the modern corporate reality as a contract relation or a team production relation. In compliance with the contract corporation view which regards the corporation as a contractual relationship, the corporation is the nexus of contracts composed of contracts of multiple stakeholders. And the director must specially devote for a shareholder profit among several corporate participants as the agency of the shareholder who has the residual claim on a operating profit. In compliance with the organized corporation view which understands the corporation as the corporate organization, the corporation is the assets of coalition of stakeholders who have the firm-specific investment for team production. And the director as a mediating hierarchy of the interests of stakeholders has the duty to exercise his discretion for the whole corporation interests which means the coalition interests of stakeholders. When we consider the social-economic position which the public corporation roles in modern society, the team production theory and the mediating hierarchy model as the theory specially targeted a large public corporation would be accord with the practice of modern corporation. Therefore the approach based the team production theory and the mediating hierarchy model would be a proper way to analyse the duty of directors on the convertible bond issue by the corporation in SS group as a modern public corporation of large scale, and it would be a best way to find out the reasonable conclusion.