양도제한조건부주식 도입의 법적 쟁점―일본의 양도제한조건부주식 제도의 도입과 그 시사점을 중심으로―

Recently, there has been increasing interest in equity-based compensation systems as a means of aligning executive and employee compensation with improvements in corporate performance. Although stock options under the Commercial Act are used as an equity-based compensation system in Korea, they are not widely used due to various problems, including the loss of incentive effect when stock prices remain stagnant and restrictions on the eligible recipients of stock options. Japan, on the other hand, has been promoting the introduction of equity-based compensation systems since 2015. By amending the Taxation Act in 2017 and the Companies Act in 2019, Japan laid the groundwork for the introduction of equity-based compensation systems, leading to a significant increase in the number of companies adopting these systems. The purpose of this paper is to review the legal reforms in Japan, which has a similar corporate law framework to Korea, aimed at introducing restricted stock in Japan, and to draw implications for Korea. To this end, this paper first discusses the background of the introduction of restricted stock in Japan and presents the amendments made to the Japanese Companies Act to introduce this system. Through this analysis, the paper examines the legal issues surrounding the introduction of restricted stock awards through the issuance of new shares in Korea.