| Equity incentive system was first born in the United States in the 1950s and expanded in Silicon Valley three decades later.For the high-tech enterprises in the early stage of entrepreneurship,capital shortage,talent shortage,equity incentive is undoubtedly the best way,so the equity incentive system in Silicon Valley and high-tech in the United States rise and develop together.At the time,US personal income tax exceeded 90%,and the high tax rate greatly frustrated the enthusiasm of American executives.In the 1970s,the United States began to reform the corporate governance system,which mainly focused on two objectives:first,to strengthen the supervision of corporate managers,change the corporate structure,and adopt the independent director system;second,to adjust the salary structure of corporate executives and other employees so that employees can obtain labor income and capital income.Managers,employees,enterprises and shareholders form a community of interests,which promotes the application and promotion of equity incentive system."Unlisted public companies,appeared late in China.Non-listed public companies are mainly innovative and technological enterprises,and their capacity to resist risks is very weak.For such enterprises,attracting and retaining core talents is very important to enterprises.Employees with high technology are difficult to satisfy the traditional salary and welfare system.He can fully stimulate the sense of responsibility and belonging of outstanding talents in the work,and the future development destiny of the enterprise is of great importance to the non-listed public companies with small scale and limited economic strength.Since China’s non-listed public companies began to implement equity incentive plans in 2014y China’s current laws and regulations do not attach great importance to non-listed public companies.In practice,enterprises usually implement equity incentives according to their own needs and relevant laws and regulations of listed companies.In addition to the particularity of the non-listed public company itself,it is necessary for our country to formulate the corresponding supporting legal system in time to guide the development direction and escort the non-listed public company.In view of the lack of legal basis for the implementation of equity incentives for non-listed public companies,this paper systematically combs the legal definition and characteristics of non-listed public companies,expounds and evaluates the necessity and feasibility of implementing equity incentives for non-listed public companies,enumerates the relevant provisions of the over-the-counter market and equity incentives in the United States,and probes into the existing provisions and problems of equity incentives for non-listed public companies around the aspects of incentive objects,dispute resolution mechanisms,taxation,market supervision,information disclosure and disciplinary mechanisms,and puts forward suggestions for improvement,In terms of incentives,it is proposed that mediation be explicitly included as an optimal dispute resolution mechanism in the Measures for the Supervision and Administration of Non-listed Public Companies in order to safeguard the compatibility of shareholders;in the area of taxation,it is the Measures for the Supervision and Administration of Non-listed Public the Supervision and Administration of Non-listed Public Companies and that the scope of concessions be appropriately expanded to liberalize the criteria for preferential eligibility;and in the area of information disclosure,it is recommended that the needs of non-listed public companies be fully respected and that voluntary disclosure be combined to reduce pressure on enterprises;In the aspect of stock exchange market supervision,it is suggested that self-discipline supervision should be placed in the core position,and the joint strengthening of illegal punishment should optimize the allocation of national administrative resources,which is consistent with the green principle of civil law.The aim of this paper is to make the non-listed public companies have clear and sound supporting laws to make and implement the equity incentive plan,and to promote the healthy development of the multilevel capital trading market in China. |
