비영리법인 이사의 이익충돌과 충실의무

Conflict of interest between director and the organization is not unique phenomenon of for-profit companies. From media report and the announcement from the government authorities, we can easily find various types of conflict of interest arising in non-profit area including excessive compensation and unregulated self dealing. Currently, Korea Civil Code and the relevant laws and regulation applicable for non-profit sector do not have any specific provision on the duty of loyalty and its sub-regulations with respect to the director's conflict of interest matter. From wide-ranging research of United States statutory law and jurisprudence, this article proposes appropriate rules applicable to the directors of non-profit organization in the conflict of interest situation. Also, the experience of Japan can also be a relevant model to develop private-law standards and rules for the non-profit director. In Korea, criminal penalty and administrative sanction play absolutely significant role for regulating non-profit field. Those public control would not be sufficient for directors and officers to establish their behavioral standard. Based on recent development in conflict of interest regulation in Korean Commercial Code and the comparative studies of various jurisdiction, especially in the United States, Korean Civil Code would be able to provide relevant statutory provision for non-profit directors.