Research On ESO Legal Regulation In Our Country

The encouragement and restraint system of enterprises, just like the both wings of a bird, neither of them could be overlooked. The executive stock option (ESO) is exactly one of the wings. It is a kind of long-efficiency incentive mechanism adopted extensively by enterprises in the western developed countries, as based on a series of economic theories, such as the theory on rights of claiming to residue and rights of controlling residue, the capital of manpower theory and the theory on person who correlated with enterprise's interests. As to the supplement of enterprise executive's traditional salary system, what it involved formally is company's financial question, but from the step on designing to the step that managers get mandate from the board of directors ,then to the last step about managers selling the stock, every link involves the modification of and adjustment of legal relations. So, it is the prerequisite of carrying out the legal regulation on ESO, that researching dynamically on the legal intention of ESO, the legal property of ESO rights, the legal relations in ESO operating course and the property of ESO contracts, etc.The innovative meaning of ESO lies in what it has solved effectively, that the contradiction about the interests of company shareholders being inconsistent with company operator's. The business circles of our country have begun relevant exploration as far back as the 1990s of last century. But because of the omission of the legal regulation, the development at the beginning of introducing ESO in our country is extremely substandard, as the regulation to ESO directed only by the unofficial legal origin.-the policy. After the success of the pilot project on stock right dividing reform. Our country is entering the formal stage of ESO legal regulation. At present. the subject problem we faced is our relative laws lagging behind the currents when we are carrying on ESO legal regulation. For setting up modern enterprise system and accomplishing corporate governance structure in our country, we must adjust the relevant law about ESO in time. To set up ESO legal regulation, we had better strengthen legislating internal management and external control at the meanwhile: The former should use the legislative experience of what U.S.A. had for reference , in order to strengthen the risk control in advance, introduce ESO registering rule and make and the rule about revealing the senior executive's remuneration ;The latter should carry on from four respects such as tax law , accounting law , labor law and exchange control law to supplement and complete ESO legal regulation.