企業賂物犯罪와 商法의 對應方案

In the Korean Domestic Law, the crime of corporate bribery has been controlled under the Criminal Law, International Bribery Act, or Pharmaceutical Affairs Law as an administrative regulation. Because foreign acts regarding corporate bribery crimes, such as FCPA of the U.S. and Bribery Act of the U.K., have strong penalty provisions, an increasing number of Korean companies have been interested in foreign laws against corporate crimes over recent years. Unlike Korean bribery laws, FCPA and Bribery Act can have a strong control over the bribery crimes of foreign companies in some cases. Therefore, some measures should be taken to protect domestic companies. FCPA, also, includes the institution that the companies receive reduced penalties if they prove to practically control themselves in the internal control system to encourage their members to comply with the regulations and fight against corruption. In Korea, there have been criminal and commercial legal discussions about how to introduce systems to narrow gaps between the domestic laws and the foreign laws relating to corporate crimes. This paper is to examine such criminal and commercial legal discussions and to suggest the necessity to newly establish and prescribe corporate compliance management obligations in the Commercial Law as a fundamental countermeasure against corporate crimes including corporate bribery. I suggest three ways to create compliance management obligations in the Commercial Law like these; ① to newly create Clause 5 ‘Compliance Management Obligations of the Board’ in Article 382 of the Commercial Act, ② to newly create Clause 5 ‘Compliance Management Obligations of the Company and the Board’ in Article 382 of the Commercial Act, and ③ to make an amendment of ‘Faithfulness and Compliance Management Obligations of the Board’ instead of existing Clause 3 ‘Faithfulness Obligations of the Board’, Article 382 of the Commercial Law.