개정상법상 자기거래규제의 범위와 이사회결의

다국어 초록 (Multilingual Abstract)

The director"s duty of loyalty includes director self-dealing contracts and transactions which more generally are referred to as conflict of interest transaction.
In 2011, the Ministry of Justice amended the Korean corporate law portion of the Korean Commercial Act in order to strengthen the competitiveness of Korean companies in international markets by establishing effective forms of corporate governance and market-oriented discipline.
The Article 398 of the Korean Commercial Act regulates the transaction between directors, etc. and the company. Among the most important changes related to the regulation of the director self-dealing contracts are including of director"s affiliated person, disclosure of the material facts of the relevant transaction in advance, approval of the board of directors before the transaction, fairness of the in terms of its particulars and procedures, and the approval of the board of directors with two thirds or more of the total numbers. In particular the director"s affiliated person include “a major shareholder,” who owns more than 10 percent of the total number of issued and outstanding shares or exerts de facto influence on important matters related to the management of the listed company including the appointment and dismissal of directors, the spouse and lineal ascendents or descendents of the director or a major shareholder, lineal ascendents or descendents of the spouse of the director or a major shareholder, a company or its subsidiary company in which a half or more of the total number of the shares is held by a person in above, and a company in a half or more of the total number of the shares is held by a person in above together with a company in above. Because of the reform of the Article 398 covers a wide range, the interpretation of the Article 398 is difficult problem to solve in consistent with the spirit of the legislator.
This article reviews the scope of application and the type of the self-dealing, capital transactions problem, duty of the disclosure, fairness of transactions, and the ratification of the board of the director regarding the self-dealing regulation.

목차 (Table of Contents)

• 【초록】
• Ⅰ. 서론
• Ⅱ. 자기거래제한을 받는 자
• Ⅲ. 자기거래의 범위와 유형
• Ⅳ. 이사회의 승인
• Ⅴ. 결론
• 참고문헌
• ABSTRACT

참고문헌 (Reference)

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