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영어

This paper explains the Samsung-Everland Case, in which the Supreme Court declared not guilty to directors of Everland for having issued Convertible Bonds(CBs) to Jeayong Lee at a low price. The Court declared that “issied Convertible Bonds(CBs) was by shareholder allocation methods and it did not violate one's duty in spite of low-price issues.” Also, the issuing CBs in order to transfer management right is not negligent. Although, it can infringe on interests of shareholder, it does not infringe on interests of corporation. However, issuing CBs by shareholder allocation methods can make the corporation lose the opportunity to increase its assets, and it becomes the loss of the corporation. Since the board of directors responsible for the fiduciary duty, issuing CBs for transferring management right to the third party is a clear infringement of the duty. In conclusion, it is reasonable that the board of directors of Everland acted in violation of their duty as breach of trust.