The judgment below

Among them, the part against the plaintiff regarding damages equivalent to the value of goodwill is reversed, and this part of this case is applied.

The grounds of appeal are examined.

1. As to the Defendants’ grounds of appeal

A. As to the ground of appeal No. 1, the lower court, on the premise that there is insufficient evidence to support that the Plaintiff was merely a shareholder in the name of title trust with the beneficial shareholder, and thus, rejected the Defendants’ defense of this case that the shareholder representative lawsuit in this case is unlawful.

In light of the records, the lower court did not err in its judgment by violating the rules of evidence concerning stock title trust, or by failing to exhaust all necessary deliberations.

B. As to the second ground for appeal, Article 397(1) of the Commercial Act provides, “No director shall act as a partner with unlimited liability or director of another company which, on his own account or on the account of a third party, does not have the approval of the board of directors, engage in transactions in the same kind of business as the limited liability

The purpose of this regulation is to prohibit directors from engaging in competitive business that is highly likely to infringe upon the interests of the company by pursuing their personal interests by taking advantage of their status, thereby allowing directors to perform their duties in good faith by operating the company in an effective and proper manner with the care of a good manager.

(See Supreme Court Decision 92Da53583 delivered on April 9, 1993). Accordingly, a director must obtain approval from the board of directors of the company to which he/she belongs, even if he/she becomes a director or representative director of the company subject to competitive business, as well as where he/she becomes a controlling shareholder of the company and is able to participate in decision-making

(see Supreme Court Decision 201Da57869, Sept. 12, 2013). A director assumes the duty of care of a good manager against a company, and thus, is deemed to have fulfilled the duty of a director to faithfully perform the duty of a director for the company in accordance with statutes and the articles of incorporation.

If there is a business opportunity likely to benefit, directors shall provide the company with such opportunity so that the company may use it.