워런트(Warrant)制度에 관한 檢討

It is generally accepted legal theory that the stock purchase warrant is not allowed under Korean Commercial Code(KCC) except detachable bond with warrant and stock option for directors, officers and employees. However, the Department of Justice of Korea referred a bill to revise the KCC which introduces Korean style poison pill to Korean National Assembly. In addition to this revision draft, the Department of Justice considers introducing general stock purchase system under the KCC. This article reviews the legal characteristics and functions of the stock purchase system and it comparatively studies the stock purchase system of the United States and the Japan. And it also discuss legal issues with respect to introducing the stock purchase system into Korea. Since the KCC admits shareholders' preemptive rights, this article proposes that the stock purchase warrant be basically distributed to shareholders. The introduction of the stock purchase warrant shall be authorized by shareholders' meeting. In order to distribute the stock repurchase warrant to third parties or to issue the warrant at the favorable price to the recipient, it must satisfy the requirements of the authorization of shareholders' meeting by special quorum or the article of corporation.