미국에서의 기업 컴플라이언스의 발전 ― 제도적 진화과정 및 최근의 판례법상의 적용 ―

The business regulation in the United States in which the definition and system of corporate compliance has developed in the most advanced way began in the 19th century, and modern basis of corporate compliance appeared in the 1960’s. The U.S. Sentencing Guidelines for Organizations of 1991 gave an opportunity for compliance programs to go to the main stream of business. Since the Caremark case of 1996, the board’s oversee a corporation’s legal compliance efforts has been formalized. Since the Sarbanes-Oxley Act and Dodd-Frank Act were enacted in the 21st century, the compliance officers’ importance and role has increased, and the entire structure of compliance has developed. In Korea, the entire sectors of internal control are dealt in the special laws, such as the Capital Market law, Banking law, etc., while the legal compliance only among them is regulated in Commercial law which is a general law. In my opinion, if the internal control system is not introduced as the system limited to a particular business field, the Korean Commercial law should introduce the comprehensive internal control system dealing with entire sectors of internal control, and particular business laws could have special clauses focusing on the a particular field of internal control. In 2008, Korean supreme court held that a director’s monitoring duty to the other directors could be reduced, if the corporation makes and maintains the reasonable internal control system in a proper way, benchmarking the Caremark case of 1996 and Stone case of 2006.