Recent decades have witnessed a remarkable surge in movements seeking a more rigorous and expansive implementation of corporate social responsibility (CSR) throughout the world, including in Korea. However, Korean corporate law (primarily, its Commercial Act) remains silent on the issue, omitting to include any explicit provision governing CSR. In response to this “lack of legislation,” the country’s corporate scholars have attempted to introduce American legal theories, systems, and laws on CSR into Korea. Yet traditional Korean jurisprudence provides no defining foundation for CSR; rather, the dominant view in jurisprudence and scholarship passively resists instituting CSR into corporate law. In response to this jurisprudential and academic shortcoming, this book has attempted to provide a comprehensive guide to the relevant legislation and theory on CSR in Korean corporate law by employing a comparative study of the relevant American theories and laws. Proceeding from this analysis, it also suggests a legislative blueprint for establishing the legal framework that might ultimately legitimize and effectively implement CSR in Korean jurisprudence.

Since the Korean legal discussion on CSR consistently refers (and often defers) to American jurisprudence, this book first presented an overview of relevant theories and laws in the United States. The resulting discussion laid bare the following crucial points: first, perspectives on the nature of CSR have diverged into two main corporate models—“shareholder primacy” and the “stakeholder model”—which attempt to articulate whether corporations (via their managers) should serve only their shareholders or other (societal) stakeholders as well. Critics of CSR generally adhere to the traditional “shareholder primacy” theory that a corporation exists exclusively for maximizing returns to shareholders as owners of the corporations. They thus conclude that managers, as fiduciaries for shareholders (as well as corporations), cannot diminish shareholder profits by making business decisions in favor of CSR. Proponents of CSR, however, argue that a corporation exists as an independent legal entity and not a property of shareholders (i.e., the “stakeholder model”), and thus the corporate entity can (and should) serve stakeholders beyond the scope of company shareholders. According to this argument, managers can (and should) fulfill the obligation of CSR,