미국회사법상 이사와 회사간 자기거래금지의 법리 - 대판 2007. 5. 10, 2005 다 4284의 평석을 겸하여 -

Abstract

The Phenomenon Personal Dealing of Director or Officer with Corporation has long been the basic issue in american corporate law. In 1880 it could have been stated with confidence that in the United States the general rule was that any contract between a director and his corporation was voidable at the instance of the corporation or its shareholders, with regard to the fairness or unfairness of the transaction. In 1910, it could have been stated that the general rule was that a contract between a director and his corporation was valid if it was approved by a disinterested majority of his fellow directors and was not found to be unfair. By 1960, the still more liberal view was in place : a self-dealing transaction found by court to be fair would be upheld, whether approved by a disinterested board or not. There are nowadays also some statute laws concerning the self-dealing of directors with corporations. The most important variable in the modern cases seems to be “fairness”.