A manager must not engage in any of the following conduct without the permission of the merchant:
支配人は、商人の許可を受けなければ、次に掲げる行為をしてはならない。
carrying on an independent business;
自ら営業を行うこと。
conducting a transaction that is in the merchant's line of business for the benefit of the manager or a third party;
自己又は第三者のためにその商人の営業の部類に属する取引をすること。
becoming the employee of another merchant or of a company or foreign company;
他の商人又は会社若しくは外国会社の使用人となること。
becoming the director, executive officer, or executive managing member of a company.
会社の取締役、執行役又は業務を執行する社員となること。
If a manager has engaged in the conduct set forth in item (ii) of the preceding paragraph in violation of the provisions of that paragraph, the amount of profit that the manager or third party has earned as a result of the conduct is presumed to be the amount of damage that the merchant has incurred.
merchant
「商人」
A person who, in their own name, carries on commercial transactions (商行為) as a business.
Defined inArticle 4, paragraph (1)· applies throughout the law
director
取締役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)). Every stock company has at least one (Article 326, paragraph (1)). Where there is no board of directors, the directors run the company's business unless the articles of incorporation say otherwise (Article 348, paragraph (1)), and each of them represents it unless the company has chosen representative directors (代表取締役) or others to do that (Article 349, paragraphs (1) and (3)). Where there is a board (取締役会, board of directors), the directors are its members, and the board decides the business and normally chooses the representative directors from among them (Article 362). The term normally runs to the annual shareholders meeting for the last business year ending within two years of election (Article 332, paragraph (1)).
Written by AI using Companies Act, Arts. 326, 329, 332, 348, 349, 362 as a reference.