내부통제 법제와 명확성의 원칙 - ｢상법｣ 및 ｢금융사지배구조법｣을 중심으로 -

The phenomenon of codifying internal control has expanded beyond the Commercial Act—traditionally the basic statute governing corporate organization and transactions—into financial regulatory legislation that serves as the legal basis for intrusive administrative measures, and even into the sphere of public law. Accordingly, the question of whether statutory provisions on internal control comply with the constitutional “principle of clarity” (void-for-vagueness doctrine) has become increasingly significant. Because autonomous judgment and discretionary choice constitute the essential attributes of internal control, early legislative provisions in this field were inevitably abstract and general in nature. While such broadly framed provisions did not give rise to substantial difficulties of application or interpretation within the Commercial Act, which primarily articulates foundational principles, internal control norms enacted under specific special statutes—designed to manage particularized risks and to provide the legal basis for adverse administrative sanctions or other intrusive regulatory measures—may raise constitutional concerns regarding definiteness and clarity in terms of their meaning and normative content. This article focuses on the Commercial Act and the Act on Corporate Governance of Financial Companies, the principal bodies of commercial legislation containing provisions on internal control. It aims to examine the enactment and subsequent amendments of legal norms concerning internal control under these statutes, and to analyze their substantive content and interpretation through the lens of the constitutional principle of clarity (the void-for-vagueness doctrine).