이사의 충실의무에 관한 연구 - 대법원 2013.9.12. 선고 2011다57869 판결을 중심으로 -

Recenty, Korean Supreme Court ruled that a subsidiary corporation’s allotment of forfeited shares to a director of its parent corporation was not a cause of the breach of a corporate director’s duties. In this case the plaintiffs filed for damages against the defendant not to compete with the company, not to engaged in the self-dealing transaction, not to appropriate corporate opportunities. The Court held that the director’s purchase of a subsidiary corporation’s shares did not constitute his competition with the corporation, self dealing, usurpation of corporate opportunity. And the court held that the duty of loyalty could be one of the facets of the duty of care of a good manager and the Korean commercial code article 382(director’s duty of care) could be catch-all provision when the director puts his or her interest in front of that of the corporation. This paper investigates the court decision in detail and argues that the duty of loyalty should be distinct from the duty of care of good manager in Korea and the Korean commercial code article 382-3(the duty of loyalty) is catch-all provision and director's conflict of interests which could not be regulated with article 397, 397-2 and art 398 could be regulated with article 382-3.