The Purpose of this paper is to answer to the EU and Asian academic and business circle’s question how IMF conditionality affects upon the corporate governance in Korea and what is the legal background of restructuring to attain corporate governance in reality. First of all, the legal background is based upon the Article 6, Constitutional Law of the Republic of Korea, as amended on October 29, 1987. Secondly, in order to seek IMF conditionality, the paper reviewed 10 memoranda which IMF and the Republic of Korea agreed upon starting from December 3, 1997 to July 12, 2000. The paper studied, word by word, 8 memorandums which prescribed corporate governance to the Republic of Korea in the chapter 2. Thirdly, the paper analyzed the effectiveness of the actual implementation of the aforementioned 8 corporate governance clauses. Due to the restraints of this study, the paper concentrated on 4 items, i.e. corporate restructuring with public fund, some adverse selection problem, impact on G-7, especially the U.S. and Japan, and finally the positive effect of adoption of IBRD’s Forward Looking Criteria(FLC) in order to prevent the misperformed loans in Korea. Finally, the paper concluded with Moral Hazard Provision with stringent conditionality of IMF to the Republic of Korea, a sharp contrast to the Liquidity Provision with soft conditionality of Mexican case.