상법상 회사에서의 이해상충 규율에 관한 일고찰 - 주식회사의 이사를 중심으로 -

Abstract

Conflict of interest has caused much controversy in many areas and has been discussed continuously in recent years. Under the company law, it can be evaluated that discussions on duty of loyalty and conflicts of interest took place before and after the establishment of the usurpation of corporate opportunity in the 2011 Commercial Act.<BR> There will also be a number of conflicts of interest in the legal relationship with the company, but the most central part of which is the conflict of interest between the corporation and directors. Representative contents of the conflict of interest regulation are competition, usurpation of corporate opportunity, self-dealing etc., which are understood as a system aimed at preventing directors from pursuing their own interests based on the company’s assets or opportunities.<BR> In this study, first, the concept of a conflict of interest is examined, the provisions related to the conflict of interest in our legal system are also surveyed, and the legal principle of the fiduciary duty is also briefly summarized in this regard. Next, an overview of the UK and EU conflict of interest rules is provided. Finally, the rules on conflicts of interest under the Commercial Act were reviewed with a focus on the directors of a corporation.