일본회사법상 옵션발행에 관한 연구

Through the revision of commercial law in 2001, the concept of warrant was introduced in Japanese legal system. A warrant is a type of call option where a holder of the option can demand the company to sell or issue stocks to the holder. Before the revision in 2001, the Japanese commercial law viewed negatively toward issuing such options because the low price of options, which was usually below the price of stocks, could infringe on shareholders’ profitability. However, Japanese corporate law recognized that the low price of option does not necessarily cause risks to shareholders’ profitability, hence generally permits corporations issuing warrants as a type of option. Warrants can be used as various means of financing a corporation in such forms as stock options or poison pills. For example, warrants can fund new capital into a corporation by inducing an issuance of new stocks or by issuing warrant-linked bonds. In addition, warrants can also be issued to directors or employees as an incentive in the form of stock option or to any party to make the terms of a contract more favorable for a corporation. Furthermore, warrants can act as a strong defense mechanism against a hostile mergers and acquisitions. The value of warrants was used to be calculated by appraising the future stock prices, but the current system of appraisal for warrants applies various evaluation models that focus on the value of options. Influenced by Japan’s embracing of warrants, Korea also plans to introduce the practice of issuing warrants, but mostly to be used as poison pill. However such practice of warrants must first be based on a solid evaluation of options, hence requires careful discretion.