회사지배구조에서 법규제(Legal Rule)와 소프트 로(Soft Law)의 역할 및 관계

Abstract

The corporate governance models of US and UK have influenced many countries around the world. After the Enron scandal in the US, merit regulation on corporate governance by mandatory legal rules was enhanced by enacting Sabanes-Oxley Act. On the other hand, UK kept on the soft law approach on corporate governance suggested first by the Cadbury Committee. In the UK, listed companies are required by the Listing Rules to disclose whether they comply with the Code or explain the reason in case of the deviation from the Code. This ‘comply or explain’ approach has been followed by many countries, including Germany. In this article, the merits and weaknesses of these two comparable approaches on corporate governance regulation are analyzed to provide some implications in designing the regulations on corporate governance of Korean companies.