양도제한조건부주식(Restricted Stock Units)의 입법화 방안에 관한 소고

Amid the emergence of new technologies and the rapid transformation of the global economic and security landscape, competition between corporations has intensified worldwide. As the strategic importance of human capital continues to rise, companies are increasingly adopting equity-based compensation schemes that provide employees and executives with performance-linked incentives. In Korea, the adoption of such compensation mechanisms gained momentum following the 1997 financial crisis. In particular, stock options have been institutionalized through the Commercial Act and the Special Measures for the Promotion of Venture Businesses Act, and are now widely utilized. More recently, restricted stock, a new form of equity-based compensation, has become increasingly prevalent in practice. However, due to the absence of explicit legal provisions in the Commercial Act, its application has led to legal ambiguity and practical inconsistencies. This study explores the general concept and legal structure of restricted stock, conducting a comparative analysis of the relevant regulatory frameworks in jurisdictions such as the United States and Japan. Based on this comparative review, the paper argues for the legislative recognition of restricted stock under Korean corporate law. Furthermore, it outlines key considerations for future legislation, including the direction of regulatory policy, standardization of legal terminology, the permissibility of grants to outside directors, introduction of clawback provisions, relaxation of restrictions on new share issuances, and the potential for tax incentives. The primary aim of this study is to provide a structured foundation for ongoing legislative discourse on equity-based compensation in Korea.