The study of corporate governance is in full swing in Korea, for it has received much attention because of the restructuring of corporations. It is unanimously admitted that the subject of corporate governance covers most of the disciplines in the field of corporate law. Under these circumstances, it is necessary to briefly explore important issues relating to the evolution of corporate governance in the U. S. and in France. In sum, we can safely say that both U. S. corporate governance and French corporate governance are changing, although the legal system of a new corporate governance is not clear in each country. This fact suggests why any legal reform relating to corporate governance will require a serious reconsideration of the whole structure of corporate law in both countries. This study has focused on the economic and other circumstances which influence the evolution of corporate governance in each country. An effective and reasonable legal reform on corporate governance reflects economic and cultural circumstances in which companies function. The rise of the institutional investor in both countries demands that corporate governance will reshape the existing paradigm relating to corporate structure. Finally, a new corporate governance characterizes strong directors and the activation of independent directors.