미국판례법상 주식회사의 외부감사책임에 관한 연구
Study on Legal Liability of Corporation's Outside Auditor in the U.S. Case Laws
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On November 8, 2001, Enron Corp. announced that it was restating its formerly reported net income for the years 1997-2000 owing to accounting errors. As a result, it caused huge economic damage to shareholders and creditors of Enron Corp. since the price of Enton's share was drastically decreased from around 90 dollars to a few cents. Ultimately, on December 2, 2001, under Chapter 11 of the United States Bankruptcy Code, Enron Corp. filed for bankruptcy. This disastrous event was only the start of a series of dazzling disclosures of accounting irregularities by major companies that were the beloved of Wall Street: WorldCom, AOL, Metromedia Fiber Networks, Qwest Communications; the roll goes continuously. These events in the United States gave an enormous shocks to many countries worldwide including Korea which had been considered the U.S. corporation law as global standard. Many causes for those event in the U.S. came to the fore, and one of the these causes was auditor's poor audits. Consequently, in the U.S., there has been tendency that the auditee companies as well as the third party such as creditor banks, investors, or shareholders bring a suits against the outside auditors to seek compensation for the losses because of poor audits. U.S. courts has accumulated many precedents regarding not only auditor's liability for the third party but also auditor's liability for the auditee companies. The supreme court of Korea has some precedents about auditor's liability for the third party, but it has no precedents about auditor's liability for the auditee companies because it has been not common cases that the auditee companies sue against the auditors seeking compensation for the losses because of poor audits. This article focuses on reviewing the U.S. cases regarding auditor's liability for the auditee companies and addressing the implications for Korea. In detail, part Ⅱ reviews the U.S. auditor system, and independence and liability of outside auditors. Part Ⅲ discusses auditor's liability for the third parties in the U.S. case laws. Part Ⅳ reviews auditor's liability for the auditee companies. Lastly, part Ⅴ, as a conclusion, addresses what the implications for Korea under auditor's liability in the U.S. case laws.
Abstract
On November 8, 2001, Enron Corp. announced that it was restating its formerly reported net income for the years 1997-2000 owing to accounting errors. As a result, it caused huge economic damage to shareholders and creditors of Enron Corp. since the price of Enton's share was drastically decreased from around 90 dollars to a few cents. Ultimately, on December 2, 2001, under Chapter 11 of the United States Bankruptcy Code, Enron Corp. filed for bankruptcy. This disastrous event was only the start of a series of dazzling disclosures of accounting irregularities by major companies that were the beloved of Wall Street: WorldCom, AOL, Metromedia Fiber Networks, Qwest Communications; the roll goes continuously. These events in the United States gave an enormous shocks to many countries worldwide including Korea which had been considered the U.S. corporation law as global standard. Many causes for those event in the U.S. came to the fore, and one of the these causes was auditor's poor audits. Consequently, in the U.S., there has been tendency that the auditee companies as well as the third party such as creditor banks, investors, or shareholders bring a suits against the outside auditors to seek compensation for the losses because of poor audits. U.S. courts has accumulated many precedents regarding not only auditor's liability for the third party but also auditor's liability for the auditee companies. The supreme court of Korea has some precedents about auditor's liability for the third party, but it has no precedents about auditor's liability for the auditee companies because it has been not common cases that the auditee companies sue against the auditors seeking compensation for the losses because of poor audits. This article focuses on reviewing the U.S. cases regarding auditor's liability for the auditee companies and addressing the implications for Korea. In detail, part Ⅱ reviews the U.S. auditor system, and independence and liability of outside auditors. Part Ⅲ discusses auditor's liability for the third parties in the U.S. case laws. Part Ⅳ reviews auditor's liability for the auditee companies. Lastly, part Ⅴ, as a conclusion, addresses what the implications for Korea under auditor's liability in the U.S. case laws.
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