The Research On The Legal System Of Company Stock Options

The modern company management structure theory that company ownership and theright of management separation is the large listed company competitive premise conditions,but also the operation of the listed company equity scattered foundation. At the same timewith "two rights" separation will appear operator’s "internal control, increase" moral risk,"sostock option system will come into being. This is the stock ownership incentive the incentivemanagement means, but in the company on a series of system design and to each of thesubject’s action, so is also a legal standards. This article mainly from the company law, thesecurities law, enterprise integration theory to discuss that in the Angle of the system of thepast, present, and future, and in our current system are put forward based on someimprovement Suggestions.This paper mainly divided into four parts:The first part of introduction to the theory of stock option system, including the historicalevolution and precise meaning, stock option system based on the theory of stock optionsystem and analyzing the advantages and disadvantages of three parts.About the historical evolution of the system is the high tax originated in the us under thebackground of products; About the meaning of stock options from similar concepts isdescribed, and the elements of it; Stock options are the characteristic of future, selective andawarded the object, qualitative, and stock must have liquidity; Stock options legal nature,mainly from the implementation of different stages of the analysis, and cannot treat as thesame.Equity options system is mainly based on the theory of a principal-agent theory, humancapital theory and corporate governance theory: the principal-agent theory, main reference formodern enterprise management on two separate the right under the owner and operator of theprincipal-agent relationship, from the agency cost formation and control discuss; Humancapital theory from labor especially master the management skills of labor services should beas manager capital share ownership enterprise surplus Angle analysis; Corporate governance is right under two separate the cause of the problem, is the company’s main interestdistribution and the constraints of a series of structural arrangements.From the perspective of stock option system existence value and abuses. Stock optionsystem is the incentive long-term and low cost, through the external market of a manager’s jobevaluation is objective, etc., and also obvious disadvantages, the stock market leads to itsweak effectiveness are ineffective and produce new moral risk, etc.The second part of stock options system in the condition of the practice of historicalresearch, divided into three stages: the start stage of development, produce the Shanghai,Wuhan, Beijing, Tianjin, as a model, the model has a different degree of alienation, departurefrom the essence of incentive; Equity division reform stage for stock options system providesfavorable conditions; The new company law and securities law is amended of stock optionsimplementation of the system to give legal support.The third part of the analysis of China’s stock option system implementation of obstacles.These obstacles include the law to the stock sources, equity and the authority granted bondage,preferential tax blank; Internal corporate governance structure unreasonable, inadequatesupervision to managers; The external environment for the development of manager marketand the stock market the effectiveness.The fourth part is for all the barriers and in combination with the practice to put forwardsome improvement Suggestions. Including: the law modification company capital system andstock issuance system, stock transfer condition of appropriate relax, the company capitalregistration system modification, preferential tax on stock.Options reflected somewhat on,labor law will stock options as income in the form of labor remuneration, etc; Externalenvironment to develop manager market, to perfect securities market.