이사에 대한 주식연계보상으로 양도제한조건부주식(RSU)에 대한 법경제학적 분석과 시사점 - 경영진에 대한 보상체계 강화 수단으로 RSU를 중심으로 -

초록

Recently, several South Korean companies have adopted restricted stock units (RSUs) as part of their executive compensation, sparking controversy. In response, we examine the regulatory framework governing stock-based compensation under the Korean Commercial Code. As part of our analysis, we include an empirical study demonstrating the effectiveness of RSU grants in executive compensation in the United States. Based on our findings, we propose key considerations for the legislative framework surrounding RSU grants. Specifically, we address the following issues. First, the effectiveness of the recent revision of the Venture Business Act, which introduces an exception to the treasury share acquisition rule under the Commercial Code, may be somewhat limited. Second, while the Commercial Code provides a regulatory framework for stock option grants, it lacks an equivalent provision for RSUs. We suggest establishing a legal framework for RSUs similar to that of stock options. Third, the current framework only permits RSU grants using treasury shares, which may restrict their overall effectiveness.

키워드