株式買受選擇權에 관한 法的 規制方向과 問題點에 대한 檢討 = Legal Regulation On Stock Options

다국어 초록 (Multilingual Abstract)

The Korean Securities Exchange Act introduced stock options in 1997 and The Korean Commercial Law also introduced this system in 2000 to meet the need for efficient incentive compensation plan which can align executives' and other employees' interest with those of shareholders. But on one hand the current law regulating stock options is so restrictive that it reduces the efficiency of stock options and on the other hand it has insufficient measures for self regulation by shareholders' monitoring. Consequently introduction of various stock optien plan design and legislative efforts should be made to ensure the efficiency and fairness of stock options. Several major points are to be considered as follows:
Ⅰ. Exisiting way of regulating stock options in to restrict the conditions and procedures of granting stock options to ensure the fair administration of stock options. In this way, the considerable fairness could be secured, but it is difficult for companies to use stock options with various conditions as circumstances require. For the efficient use of stock options, the way of legal regulation on stock options should be changed to mitigate restrictions on stock options and to establish devices for self regulation. First of all, expanded disclosure on stock options and use of independent compensation committee should be considered.
Ⅱ. In the case of traditional stock options, executives can make money if the company's stock price is higher than the fixed exercise price regardless of company's performance, so there is too weak correlation between compensation and performance and overcompensation problem emerges. Therefore, the most rational stock options plan structure is to adjust the exercise price of the stock option up or down, depending uopn the performance of a companu's stock such as a market index, an industry index, or some combination of both.
Ⅲ. Executives have incentive t manipulate disclosure timing to keep their company's stock price high on the exercise day and to maximize the value of their stock options. However, securities law could not control those problems efficiently because stock option itself is not security accrding to securities law and executives have some discretion on the disclosure timing. Accordingly, the manipulation of disclosure timing should be understood as ijuries to the corporation caused from managerial conflicts of interests. To mitigate such conflicts of interests, stock option plans exercisable all at once should be avoided and various vesting schedule should be adopted.
Ⅳ. The granting company's need to accelerate the exercise of premature stock options upon a corporation's merger with parties who may regard their survival as unacceptable should be considered. But accordig to current law, the vesting period of all the stock options is restricted to at least 2 years. In conclusion, in the case of granting company's merger, the restriction on the vesting period should be removed to accelerate the exercise of premature stock options.

목차 (Table of Contents)

• Ⅰ. 序說
• Ⅱ. 株式買受選擇權에 대한 規制方向
• Ⅲ. 주식매수선택권에 관한 문제점에 대한 검토
• 1. 內部者去來禁止에 관한 證券去來法 제 188조의 2의 適用
• 2. 公示制度의 擴充
• 3. 合倂과 株式買受選擇權
• 4. 任職員의 成果와 무관한 株價上昇分의 處理
• 5. 報償委員會의 活用
• Ⅳ. 맺음말