영국 회사법상 정당목적의 원칙에 관한 소고

Britain has made the developing on the rule of directors' duty so that directors exercise their power for an interest of company through the fiduciary duty based on a fiduciary relationship. In recent years, it separated the proper purpose from the good faith in the interests of the company, and set the proper purpose doctrine as the control rule on the abuse of discretionary power. The proper purpose doctrine as the independent standard to value the exercising of director power prevents director from the exempting of liability against the duty breach by the subjective condition referred to the good faith in the interests of the company. And also when directors exercise their various powers on the management activity, they must consider this doctrine as the important condition in the business judgement, and then it will be possible to control all kind of abuses of the director power. Our Korean corporate law has the rules; duty of care, duty of loyalty, the legal principle on the abuse of agent's authority for the control of the director power. But according to judgements of Korean courts, we can find that they do not have the function to control the director power for improper purpose. Therefore Korean corporate law needs to introduce the rule that can control the improper purpose itself involved in exercising of director power like British law. And the proper purpose doctrine should be introduced as the basic rule of legal person law because it is needed as the general rule to control the wide-ranging discretionary power caused by organization relation.