Total Return Swap 계약을 체결한 이사의 책임에 관한 연구

Thanks to the development of finance, etc., the derivative financial market has grown rapidly, and recently, new derivative financial products are being developed and appearing one after another. Swap contracts have a feature that can be designed as a new structure between the parties as much as possible, in addition to being made by standardized contracts in the market. Newly designed Total Return Transactions are not free from various legal risks. In particular, there is a possibility of disputes due to information asymmetry between financial institutions and financial consumers. In this article, The author tried to discuss whether civil and criminal responsibilities of directors can be held when a TRS contract is concluded for the purpose of supporting affiliates in Korea. To this end, the evolution of swap transactions, the background of the emergence of TRS contracts, and the characteristics and illegal elements of TRS contracts were examined. Then, the responsibilities of the directors who signed the TRS contract were discussed, focusing on two cases of an act to protect management rights of an affiliate and an act to support the affiliate.