일감몰아주기 관행에 대한 회사기회유용금지법리의 적용여부 검토

Corporate-Opportunity Doctrine is a legal principle that directors of a corporation must not take for themselves any business opportunity that could benefit the corporation. The National Assembly of the Republic of Korea passed the revision of the Commercial Code, newly incorporating the restriction of usurpation corporate opportunity and assets. No director shall use any business opportunity of the company which corresponds to any of the following subparagraph and may be of present or future benefit to the company, for his/her own account or for the account of a third party, without the approval of the board of directors. But the meaning of the term “business opportunity" itself is ambiguous. Related parties transactions increased sharply especially in conglomerates. Korean law of inheritance and gift taxation is a complete-negative system. The transaction intends to avoid gift tax. So, there is also an issue of taxing profits from related party transactions. And Korean Monopoly Regulation and Fair Trade Act(MRFTA) prohibits supporting behavior between firms to prevent economic concentration. This article reviewed the issue of Application of the corporate opportunity doctrine to intercompany transaction. The author suggests that the restriction of usurpation corporate opportunity and assets should not apply to normal intercompany transaction.