이사보수결정의 적법요건과 위반효과- 대법원 2016. 1. 28. 선고 2014다11888 판결 -

Abstract

In the defendant company’s shareholders meeting, its executive directors’ severance pay provisions, in which the pay was excessively increased against the defendant’s existing bad financial conditions, were approved by the 90% shares-holding controlling shareholder A’s proxy voting which was caused and attracted by the plaintiffs. Moreover, the directors’ annual pay was also unreasonably increased by the agreement made only between the defendant’s chief executive director and the plaintiffs without any resolution of the board of directors and shareholders’ meeting of the defendant. In such facts, the Supreme court held that the severance pay provisions are invalid in that the resolution of the shareholders’ meeting strongly affected by the plaintiffs is in breach of director’s duty of loyalty to the defendant. And the court also held that both of severance pay provisions and annual pay agreement are invalid not only because they are not reasonably proportionate in comparison with the defendant’s worse financial conditions, called a reasonable proportionality test, but also because they are against the company’s rule of capital maintenance and adequacy in corporate law. In this paper, concept of the director’s compensation, procedural and substantive requirements of proper compensation agreement and the legal effect of the breach, etc., are basically reviewed according to theory and cases and commented in view of holding up the court’s decision.