| Executive stock option which originated from using the Stock Option into the employee's salary system for the purpose to avoiding the tax law by Pfizer pharmaceuticals company, United States in 1952 has become classic encouraging mode over a long period of time. With regard to our country's present condition, the stock option is not only an economic problem, but also a legally problem .Acknowledging men of the value of Manager manpower is the objective requirement of agency mechanism modern companies. If the capitalists and managers' rights can not be objectively listed in legal system, we can not legally stipulate the conduct of executives and the corruption of managers .It is well known, the market environment, the executive mechanism of companies and consciousness still now can not use the system of stock option the function of encouraging sufficiently, But if it manage the companies managerial construction naturally and mutually, it can optimize the form of State-owned enterprises fundamentally, so we shall use Executive Stock Option undoubtly. This thesis studies the intention of the Executive Stock Option and the purpose of this thesis which study stock option system from the legal angle and the Related norm and guarantee system are that we expect it to get the norm operation in the Chinese localized environment.The stock option is one of the derivatively tools in financial market in the frist time. In the scope of the company encouraging system ,it means the right of buying some of his own company's stock at a fixed price .This system is established for inner use,facing particular beneficiary such as hi-class managers.The gap between the fixed price and the market price is the income of the beneficiary.The inner logic of this system is the income and concept. If the company value is a very important variety in income function, theincome is a direct ratio of Long-term profits of company. So it can achieve consistence between its aim and conduct choice of the benefit and long-term profits of the company. And because the stock option is incertitude,so in order to make up the blemish of the short-term current of traditional salary system, and lower the company's cost in direct encouragement , the effect of the encouraging system shall keep in long -term.And it is useful to enhance the stipulation of beneficiary and change employment behavior by using evaluate mechanism. Take a wide view of stock option of the examination ground in Shanghai, Peking, Wuhan...etc. each has special features, but also exists problems: first, the stock option's characteristics have been changed basically .Second, compared with administration ,market's effect is not so important. The reasons for deviation between practice and theory, maybe the lagged consciousness and the blemish of the market environment, but the most important reason is the lack of legal institutions. Only legal system being constructed well, can its encouraging effect be developed. Everything develops in conflict and the legal system is not exception.Investigating from the development's angle, there is mutually effect in Stock option system ,market environment, and improvement company's structure. We shall use foreign country's lawmaking as reference, and consider our country's fact. When providing legal and policy support ,at the same time, we should make a point of the norm. The design of technique law includes: the establishment and admission of option plan, the stock's source, the arrangement of the fixed price , accomplishing evaluation, beneficiary's scope, the way and time of giving option ,etc.In the aspect of system law design ,it includes: establishing a complete information publishing system, establishing supervising and control system, perfecting tax accounting system and quickening the propulsion of the related reformation measures.To boost Executive Stock Option Availably does not only meansolving technique problems, but also consummating accessory legal system. It's the key to localization. T... |
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