이사지위의 취득시기에 관한 소고 - 미국과 프랑스 법을 중심으로 -

The person elected as a director at a general meeting of shareholders who did not sign an employment contract between him and the corporation required a meeting of Board of Directors. This is the fact of the Supreme Court’s case(대법원 2011.7.28. 선고 2009다86918 판결), and one of the issues the Supreme Court faced was when the person elected as a director legally acquires office of the corporation’s director who is able to legally require a meeting of board of directors. However, the Supreme Court put on hold direct judgment regarding this issue for the following reason. In the lawsuit that the corporation's director filed against the Corporation, the effect that a CEO who was not an auditor of the corporation conducted the legal proceeding on behalf of the corporation and the effect that a director brought a lawsuit against a CEO who was not a auditor of the corporation are void. Thus, the Supreme Court with ex officio judgment remanded after reversal. Although the Supreme Court put on hold direct judgment regarding this issue, this issue will be still debatable in the future. Thus, this article focuses on whether the person elected as a director can legally acquire office of the corporation’s director without signing an employment contract between him and the corporation. In detail, part II reviews the Supreme Court’s cases and confrontation of legal theories regarding the issue whether the person elected as a director can legally acquire office of the corporation’s director with signing an employment contract between him and the corporation, or not. Part III discusses the moment to acquire office of corporation’s director under the U.S. case laws. Part IV addresses the requirement to acquire office of corporation’s director under French laws. Part V discusses problems of Supreme Court’s position that the person elected as a director legally acquires office of the corporation’s director after signing an employment contract between him and the corporation, and suggests the methods to solve these problems. Part VI, as a conclusion, proposes that Supreme Court should change its current position to the other position that the person elected as a director legally acquires office of the corporation’s director without signing an employment contract between him and the corporation.