The Legal Problems Of The Listed Company Stock Options

The company’s stock options research is a interdisciplinary field proposition which covers economics and law. The study of stock option’s system appeared in the economical field in the first, later which extended to management field. Because other subjects attend to pay attention to the stock option and at the same time many companies in other countries constantly come to appear many problems, these countries have started to use the way of law to regulate the regulation and to perfect the system operation, stock options theory study of the listed company also gradually develop from economics and management field to the legal field. The paper which based on the economics by the way of exploring the concept of stock options and reason of the root, get the theory foundation in the roots, namely principal-agent theory. It explores the nature-belongs to look forward to rights from the point of law. Analysis the effect of the stock options that plays the role in the company. According to drawing lessons from the reference of the United States which play the role as a representative of the common law and Germany which play the role as a representative of the civil law of stock options mode, we can remove the wrong and leave the right.In the process of thinking about the problems of its inclusion in our idomestic stock options which exists many problems:firstly, because of information asymmetry and the terrible corporate governance structure, it makes the phenomenon of insider control seriously and stock options become into the tool that they use them to motivate themselves; Secondly, the negotiable securities of our country’s stock market appears later than that of other country. Because the lack of the corresponding laws and regulations and the weak supervision in the market let many human factors drill loophole, share price can’t truly represent the actual situation of the company; Thirdly, I write the limiting of holding time and converted which belong to the PRC company law and the securities law. I also write tax law in our country at present implement the system of executive stock option and some obstacles, such as the existing accounting system is not perfect、other laws and regulations for implementation of the large-scale stock options from some of adverse.Analyzing all kinds of problems which appeared in the same time in order to find effective measures. In the process of analysing problems I put forward several suggestions, such as, strengthen the independence of the board of directors、increase financial transparency、increase the interests of the shareholders for protection、multiple award to replace a grant to solve the ills insider control、through the complete social supervision to promote the stock market self-discipline、through the perfect "company law" about executives equity sell the system in order to expand the stock sources、determine the equity in the tax law awarded the properties on tax and the time and the implementation of equity incentive pay annual salary of the company should be according to the method of plan duty salary deducted way to improve tax mechanism、by intermediaries to of stock options to change the subject valuations and accounting method so as to perfect the accounting mechanism about the stock options to perfect our policies and regulations of goals. Only in this way can we improve our equity incentive mechanism, so that it can really be listed companies keep talents, solid teamwork, drive the long-term health development way. In the development of the capital market changes we let it become a "golden handcuffs" that real links the management and the shareholders.