The Study On Legal Issues Of Stock Option Incentitve Mechanism Of Listed Companies

In the year of 2005,China started the reform of non-tradeable shares,at the same time company law and securities law were released,becoming the legal basis of our country listed company stock option incentive system.In December,Administrative Measures for Equity Incentives of Listed Companies(Trial)was promulgated and further eliminated the legal impediments of the implementation of stock option incentive mechanism.Since then,related law regulations were enacted,and they set forth equity incentive measures of listed companies,for example stock options.Most of listed companies also launched their stock option incentive practice.Administrative Measures for Equity Incentives of Listed Companies and Opinions on the Pilot Launch of Employee Stock Ownership Schemes in State-controlled Enterprises of Mixed Ownership were promulgated in 2016 and they responded to the practical problems of listed companies.Meanwhile,the legal impediments in practice still existed.Therefore,it did matters and guided the company through introducing the stock option incentive system,the cases and pointing out the legal impediments in the implementation of stock option incentive.Now,it needs to be based on the situation of our country,on the basis of appropriate based on the experience of the stock option incentive aspects of American,in order to perfect our laws and regulations related to stock option incentive,exert the effect of equity incentive system,motivate senior management personnel,arouse the enthusiasm of the employees' work,improve the production efficiency of enterprises,and truly promote the sustainable development of listed companies.Stock options different from the options of financial derivatives market.The stock options,here is a kind of long-term incentives.The legal characteristics of the listed company stock options includes optionality,gratuity and non-gratuity,and personality.the "stock options" refers to the rights granted by listed companies to the incentive targets for purchasing a certain number of the listed companies' shares at a predetermined price and under pre-determined conditions within a specified time limit in the future.And this paper defines the legal nature of stock options,distinguishing between contract awarded in stock options and stock options.The theory of stock options has "principal-agent theory","human capital theory" and "corporate governance structure theory".In the implementation of the stock options of the listed company,the problems lie in the authorized subject and the stock option plan.The problem that exists in the authorized subject is the conflict between the content of the rules and the extent to which the subject scope is small and can be expanded appropriately.The specific content of stock option plan mainly selects the source of the stock and the problem of exercise right of stock option.The legal problems existing in the source of the stock are reflected in the problems that exist in the four different sources of issuing shares to the incentive object,repurchase,large shareholder transfer,and inventory stock.The problems with the right to exercise are mainly reflected in the number of grants,the right price,the right amount of money,the right time and the repricing.In the management of listed company stock options,the main problems are the nature identification,disclosure and tax management of stock option disputes.The stock option dispute processing in the disputes in judicial proceedings is unknown.The problems in the information disclosure system mainly show in China that the information is not timely and inadequate.The individual information of the incentive object is not fully disclosed.The issue of the tax management of stock options is that individual income tax is collected excessively and the rule of enterprise income tax of the stock option is deficient.In view of the problems existing in the implementation and management of stock options in our country,we should perfect the incentive system of stock option in our country.From the stock option inside system,relevant laws and regulations should be improved.One is to establish and improve legal protection system of the stock options.The second is to perfect the content of the laws and regulations relating to stock options.From the stock option external system,it needs to establish a corresponding supporting measures,such as the define of the nature of the dispute of stock options,tax,information disclosure system.In the identification of the nature of the dispute,Those who are related to the qualifications of the workers shall be independent and shall be adjusted by the labor law and The remaining disputes shall be adjusted by ordinary civil and commercial laws.It shall clearly stipulate individual income tax and enterprise income tax of stock options.It shall establish a special or temporary information disclosure of stock options and strengthen the incentive object of personal information disclosure.