The U.S. financial markets are experiencing widespread and unprecedented failures since the Subprime Credit Crisis of 2008. The financial crisis showed many flaws of the financial system and most prominently, led to a fundamental inquiry into the role and management of banks. Consequently, as part of the most ambitious and substantial piece of financial reform since the Great Depression, banking laws are being rewritten so that banks that can wield immense and disastrous power on the entire economy can be managed in a safe and sound manner. This paper is premised on the fact that the corporate governance structure of U.S. banks led to the irresponsible and unaccountable management which was a direct cause for the current financial crisis. In other words, the flaws inherent in the corporate governance structure of banks made it difficult for directors or shareholders to monitor and control management while management had a great incentive to focus on investments with excessive risk that led to the current financial crisis. Corporate governance in banks failed to perform its proper duty of controlling excessive financial risk-taking, let alone detecting and monitoring the risk in the first place. The paper will be based on an understanding that corporate governance structures are more than a mere device to resolve principal-agent conflict issues but are a direct force in financial risk management in banks. Hence, as banks continuously expand in size and activities at a rapid rate, only when corporate governance is improved so that a legal framework where bank constituents’ interests are structured to generate long-term and stable profit seeking, we will be able to prevent a financial crisis being caused by the same elements that have been brought to our attention with the current financial crisis. Thus, this paper will start by looking at the concepts and legal structure of corporate governance provisions in U.S. banking law. Then, we will identify the flaws of the corporate governance structure and try to explain how these factors may have contributed to the current financial crisis. Lastly, we will discuss how these flaws were dealt with in the latest financial reform, the Dodd-Frank Act of 2010. By such analysis, this paper hopes to highlight the fact that the reform measures in the Dodd-Frank Act are generally and conceptually in the right direction. While its provisions related to corporate governance measure do have many limitations, this paper views them as a valid attempt to rebalance the incentives of the financial and banking corporate governance systems. Currently Korea is in its own financial turmoil as its savings banks are failing and the financial system as a whole seems to be on tumultous grounds any time financial trouble abroad surfaces. There are many voices crying for reform in the corporate governance structure and active legislative efforts are in movement. Thus, the intent of this paper is to gain more insight in to the case of U.S. financial reform in hopes of garnering implications for the future direction of Korean banking law.