이사회의 자기거래의 추인

Abstract

Ratification of the Self-Dealing Contracts by the Board of the Directors - Korean Supreme Court 2007. 5. 10, 2005 Da 4284 - Hong, Bok-Ki The director's duty of loyalty includes director self-dealing contracts and transactions which more generally are referred to as conflict of interest transaction. This article reviews a Korean Supreme Court's ruling regarding the ratification of the self-dealing contracts by the board of the directors. This is caused by the reason that the statutory treatment of transactions with interested directors is very simple and vague. In 2006, the Ministry of Justice formed a commission for amending the Korean corporate law portion of the Korean Commercial Code in order to strengthen the competitiveness of Korean companies in international markets by establishing effective forms of corporate governance and market-oriented discipline. Among the most important changes related to the regulation of the director self-dealing contracts in the draft bill of 2006 are including of director's affiliated person, approval of the board of directors before the transaction, and fairness of the transaction.