양도제한조건부 주식제도 도입과 활성화를 위한 제언

Recently, Restricted Stock has attracted attention as a stock price-linked compensation system for executives and employees. restricted stock grants directors and employees the right to receive shares or a set number of shares with conditions that prohibit transfer for a certain period of time if they meet certain future requirements, such as employment period or performance achievement. However, unlike stock options, restricted stock have no legal basis under the Commercial Act, and procedural and practical regulations are insufficient. Since restricted stock is funded by treasury stocks, it affects shareholder equality, changes in equity rights, and even the companyʼs responsible property. Nevertheless, the current restricted stock is granted depending on the companyʼs autonomous decisions. Concerns and distrust are rising that the restricted stock system is abused for unfair succession. However, under the current law, there seems to be little means to control restricted stock both as a remuneration for directors and as a disposal of treasury stocks. Accordingly, it is necessary to establish a legal basis and reorganize the system so that restricted stock can be settled and developed. Currently, an amendment to the Commercial Act has been proposed and is under discussion, and the Act On Special Measures For The Promotion Of Venture Businesses has been legislated to provide a legal basis for ʻperformance-conditional stocksʼ. However, it requires stricter requirements compared to the amendment to the Commercial Law, such as a special resolution at the general shareholdersʼ meeting, reporting to the competent minister, and minimum tenure requirements. Rather, it seems that the scope of use of the system has narrowed. Since the Act On Special Measures For The Promotion Of Venture Businesses is a law for fostering and developing venture companies, it is desirable to provide a more relaxed environment than the provisions of the Commercial Act. concerns that restricted stock is abused for succession can be resolved by excluding ʻspecially related personsʼ from the recipient, the same as the stock option. Since such regulations are possible as laws and regulations, it is necessary to revise the commercial law as soon as possible. In addition, it is desirable to expand restricted stock's financial resources not only to dispose of treasury stocks but also to issue new shares to expand the scope of them according to the companyʼs circumstances and economic environment.