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Legal Effects of Director and Auditor Nominations of Shareholders' Meeting
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주주총회의 이사․감사 선임결의의 효력 -일본 회사법과의 비교 검토-

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Type
Academic journal
Author
Journal
The Korean Academy of Business Law 경영법률 경영법률 제29권 제3호 KCI Accredited Journals
Published
2019.1
Pages
173 - 212 (40page)

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Legal Effects of Director and Auditor Nominations of Shareholders' Meeting
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Abstract· Keywords

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Under the Commercial Code of Korea, (1) a director, as a member of the board of directors, is authorized to take part in the company’s decision-making on the administration of its affairs (Article 393(1)); (2) the Civil Act provisions on the delegation of mandate are applied mutatis mutandis to the relationship between the company and its directors (Article 382(2)). Supreme Court en banc Decision 2016DA251215 Decided March 23, 2017 held that the status of director and auditor is obtained insofar as there is a resolution of appointment by the general meeting of shareholders and the consent of the appointee. This paper analyze the Court’s rationale and reasoning by comparison of Japanese and Korean theories or cases. It supports the Court’s rationale that in the event of appointing a director or auditor at a general meeting of shareholders, the appointee obtains the status of director or auditor inasmuch as there are the appointment resolution and the appointee’s consent, regardless of whether the appointee entered into a separate employment contract with the chief executive. The paper also theorizes that a resolution of appointment by the general meeting of shareholders regard as unilateral act with the appointee’s conditional consent.
#Director Nominations of Shareholders' Meeting #Delegation #Representative Director #Unilateral Act #Condition Precedent #Acceptance #Supreme Court en banc Decision 2016 DA251215 Decided March 23

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곽윤직 / 2012 / 민법총칙 / 박영사 google schola 권기범 / 2017 / 현대회사법론 / 박영사 google schola 권재열 / 2017 / 이사･감사 선임을 위한 임용계약의 요부- 대법원 2017. 3. 23. 선고 2016다251215 전원합의체 판결 - / 법조 66(3):908~935 dbpia 김건식 / 2018 / 회사법 / 박영사 google schola 김성탁 / 2017 / 주주총회의 선임결의와 피선임자의 승낙에 의한 이사·감사 지위취득의 법리-대법원 2017. 3. 23. 선고 2016다251215 전원합의체 판결과 종전판결의 수용과 극복을 위한 법리 모색- / 상사법연구 36(2):263~306 google schola

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