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KCI 등재
명목상 이사,감사의 보수청구권 인정여부에 관한 해석 -대법원 2015. 7. 23 선고 2014다236311 판결-
Recognition of claim for remuneration of nominal director·auditor in special purpose company -Supreme court sentenced on July 23, 2015 2014 DA 236311 judgment-
김은수 ( Eun Su Kim )
금융법연구 12권 3호 257-283(27pages)
UCI I410-ECN-0102-2016-360-000552087

A director is defined as, "a person who is a member of the board of directors and has an authority to make a decision on execution of business through the board of directors". A director is appointed at a general shareholders`` meeting starts his/her duties by registering as a director and may leave office by removal, resignation etc. Korean supreme court stipulated that "According to article 388 of commercial law, if the amount of remuneration to be received by directors of company limited by shares has not been determined by the articles of incorporation, it shall be determined by a resolution by a resolution of a general meeting of shareholders. According to article 415 of commercial law, if the amount of remuneration to be received by auditors of company limited by shares has not been determined by the articles of incorporation, it shall be determined by a resolution by a resolution of a general meeting of shareholders. Retirement bonus for directors or auditors is deemed to be included in remuneration provided in article 388 of commercial law as a kind of remuneration paid as a consideration of service." USA case law considers remuneration of executives of a company should have reasonable relationship with value executives provided to a company. We can refer to USA Compensation Committee. On August 9, 2005 a court of Delaware state ruled that the board of directors of Walt Disney paid compensation for dismissal of 140 million dollar to Michael S. Ovitz did not violate fiduciary duty. This study examined a precedent that articles of incorporation or general meeting of shareholders approved remuneration of nominal directors. Supreme court stipulated that a director has a claim for remuneration regardless of whether a director conducted his/her duties actually except for a case a director was appointed nominally as a measure (appropriation or secret fund) to pay company``s fund to a person. Therefore, it should be noted that nominal officer has a claim for remuneration once he/she is registered as an officer.

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