지명이사의 이해상충 관리와 책임구조의 재구성- 미국과 일본에서의 논의를 참고한 법적 규율과 계약적 절차 설계의 접합 -

This article reexamines the legal status and liability structure of designated directors in investment-driven corporate governance and proposes a normative framework for managing conflicts of interest between nominating shareholders(designating shareholders) and portfolio companies through procedural design and contractual risk allocation. A designated director embodies a structural duality: while appointed by an investor to advance investment objectives, the director simultaneously owes fiduciary duties to the corporation and its shareholders as a whole. This duality generates recurring legal tensions concerning the scope of operational involvement, information sharing, identification of conflicted interests, voting restrictions, and attribution of liability—tensions that cannot be adequately addressed by a purely ex post, liability-centered regulatory model. The article first analyzes the functional role of designated directors and clarifies the scope of fiduciary and confidentiality obligations. It then refines the criteria for identifying conflicted interests and the appropriate use of recusal mechanisms, and categorizes typical patterns of conflict between nominating shareholders and portfolio companies. Building on this foundation, the article argues that a procedurally grounded safe harbor—centered on meaningful disclosure and independent approval—can normatively justify calibrated relaxation of fiduciary liability, while preserving a non-waivable core of fiduciary duties and maintaining effective protection for minority shareholders. By reconceptualizing designated-director governance around procedural legitimacy rather than solely ex post judicial review, this article offers a coherent framework for aligning investment efficiency with the normative integrity of corporate fiduciary law, and provides practical guidance for future legislative development and transactional design.