명목상 이사·감사의 보수 청구권 — 대법원 2015. 7. 23.선고 2014다236311판결에 대한 평석 —

Abstract

A dummy director·auditor is a director·auditor who has all legal rights and obligations same as a registered director·auditor but does not perform substantial duties according to explicit or implicit agreement with the company. And there is a legal issue on whether a dummy director·auditor has a claim to compensation against company which is already regulated in the articles of corporation or already resolved by shareholders' meeting. Regarding the issue above, the Supreme Court's holding (which this paper examines) was that a dummy director·auditor has the claim in principle because the dummy director·auditor is same as a registered director·auditor except for not performing substantial duties. However, the agreement between the dummy director·auditor with the company is that the dummy director·auditor lends the name(title) to the company internally, but does not perform substantial duties as dummy director·auditor. Therefore the agreement should be interpreted substantially as name(title) lending, and the character of the money given in exchange shall be not compensation of director·auditor but return for name(title) lending. And also, the agreement on name(title) lending is valid in principle in private law, so the already taken money from the company should not be refunded.