벤처기업의 인재유치를 위한 주식연계 보상체계

The two most difficult aspects of managing a venture business are ‘talent acquisition’ and ‘funding.’ Among these, with regard to ‘talent acquisition,’ the stock option system, which grants employees who have contributed or can contribute to the establishment or innovation of the company the right to purchase new stocks or stocks at a more favorable price, and the restricted stock unit(RSU) system, which grants employees of the company free treasury stocks linked to their performance or length of service, can be very effective incentives for venture businesses that cannot afford to pay a lot of salary right away and have uncertain future growth. Both systems have in common that they compensate employees by linking their business performance with the company’s management profits. The Commercial Act regulates the stock option system with separate provisions, and the Venture Business Act provides special exceptions to the Commercial Act for the stock option system of unlisted venture companies, and the Tax Special Exceptions and Restrictions Act provides special taxation exceptions for unlisted venture companies. The Commercial Act generally regulates the RSU system without separate provisions, and the Venture Business Act provides special exceptions for the RSU system for unlisted venture companies, and the Tax Act does not provide special taxation exceptions for unlisted venture companies. This paper analyzes the provisions and legal theories of the stock option system and the RSU system in the Commercial Act and the Venture Business Act, and the tax effects of these two systems. Based on this, it presents interpretation and legislative theories of the stock option system and the RSU system in the Venture Business Act, related provisions in the Corporate Tax Act, and taxation special provisions for unlisted venture companies in the Tax Special Exceptions and Restrictions Act. The legislation of economic laws usually begins with efficiency, is filtered by equity, and finally, is reviewed for practicality. In particular, in the case of legislation of economic laws for the purpose of achieving policy objectives, practicality should take precedence over equity within the scope that does not violate the principle of proportionality under the Constitution.