개정상법상 회사기회유용금지규정의 검토

The corporate opportunity doctrine means a director or officer has an obligation to the corporation not appropriate for himself a business opportunity that belongs to the corporation. This liability demands a director or officer not to usurp a corporate opportunity under a basis that he is a fiduciary to the corporation. Since many groups including congressmen, some scholars and civic group, except economic world have insisted on prescribing this doctrine into the Commercial Code, it introduced as an Article 397-2 passed the Assembly in 2011. 3. 11. It provides that a director can not take advantage of a corporate opportunity without disclosure of material facts to the board of directors and approval of board of directors. And then it also defines the corporate opportunity ①any opportunity to engage in a business activity or through the use of corporate information, or ②any opportunity the corporation is engaged or expects to engage. This provision demands the board's approval to be 2/3 of participated disinterested directors. In this paper, it examines the provision and then points out some problems. it also suggests some ways of the defense measures making the director's personal appropriation to be justified which a court should consider.