Sunthetic research about the varous problems in company law which takes place when the person who is not a director in law is engaged in the company management

本研究分析了非法定董事参与公司治理所产生的各种问题。特别讨论了实际管理人对公司债权人的责任问题和实际管理人的竞争问题。就前者而言，从先例分析来看，事实上的管理者对管理层下达命令是重要的。对于后者，事实上的经理人应当自行处理，英国和韩国的立法将事实上的董事作为法定董事对待。影子董事制度是在判例法中发展起来的，在英国的成文法中得到了采纳.韩国在世纪末发生货币危机时，对公司法进行了迅速的修改。英国和韩国的立法对实际董事对公司债权人的责任具有重要意义。控制股东的信托义务理论发展于美国，本文对控制股东与公司之间的公司机会分配问题进行了较为详细的论述。显然，控股股东也禁止获得公司机会。2002年《商法》修正案改变了董事的职能。今后有必要对事实上的执行干事和事实上的主任进行另一项分析。

Various problems were analyzed by this research which took place when the person who is not a director in law is involved in the company management. Specially, the problems of de facto manager's responsibility to company creditor and the competition done by de facto manager are discussed. As for the former, it is important that de facto manager does the order for command to the management, from the analysis of the precedent. As for the latter, it is important that de facto manager dealt in it by himself.The legislation to treat de facto director according to the director in law was held in England and South Korea. The shadow director system which developed in case law was taken in the statute in England. In South Korea a rapid company law revision was done when the currency crisis occurred at the end of 20th century. Such legislation in England and South Korea is important for the de facto director's responsibility to company creditor.De facto manager is usually a controlling shareholder. Fiduciary duty theory of the controlling shareholder developed in U.S. It is handled about the distribution of a corporate opportunity between the controlling shareholder and the company especially in detail by this research. It became clear that acquiring an corporate opportunity is prohibited in the controlling shareholder as well.A director's function changed by the amendment of the Commercial Code in 2002. Another analysis will be necessary about the de facto executive officer and de facto director in the future.