ESG와 컴플라이언스 ― 회사법과 사회적 리스크의 맥락에서 ―

This article examines the background, factors, and legal assessments of Environmental, Social, Governance (ESG) as an emerging risk management framework for corporations. The increasing integration of social and ethical risks into corporate management risks amplifies its significance. However, a deeper exploration of the ESG concept raises questions about its sustainability due to its broad scope and inherent uncertainties. While environmental risks, led by climate change, are relatively easy to identify, measure, and evaluate, there is a lack of consensus on what constitutes the social and governance realms. Against this backdrop, some argue for a redefinition of the ESG concept by distinguishing between environmental aspects and other areas. Faced with the limitations of ESG, the article prompts reflection on what constitutes a legitimate corporate risk management framework. It advocates for corporations to engage in comprehensive communication with stakeholders to collect a wide array of ESG information, proactively identify risks not yet codified in law, and respond accordingly. Importantly, if such information is conveyed to corporate management or boards of directors within an established risk response framework, the resulting management decisions can be protected under the principle of rational business judgment. This assertion is empirically validated by our courts and major international case law.