일본의 신주예약권에 관한 최근의 동향과 시사점 - ‘스톡옵션으로서의 신주예약권’을 중심으로 -

Abstract

It was ten years since the warrant has been introduced in Japan. It was introduced through the revision of Japanese commercial law in November, 2001 and about 60 provisions were added through the enactment of Japanese corporation law in 2005. A warrant is a security that entitles the holder to buy the underlying stock of the issuing company at a fixed exercise price until the expiry date. Warrants and options are similar in that the two contractual financial instruments allow the holder special rights to buy securities. Both are discretionary and have expiration dates. The word warrant simply means to “endow with the right”, which is only slightly different to the meaning of an option. Warrants are frequently attached to bonds or preferred stock as a sweetener, allowing the issuer to pay lower interest rates or dividends. They can be used to enhance the yield of the bond, and make them more attractive to potential buyers. Warrants can also be used in private equity deals. Frequently, these warrants are detachable, and can be sold independently of the bond or stock. In the case of warrants issued with preferred stocks, stockholders may need to detach and sell the warrant before they can receive dividend payments. Thus, it is sometimes beneficial to detach and sell a warrant as soon as possible so the investor can earn dividends. In Korea, the discussion about the introduction of the warrant has steadily been developed and the arguments to adopt a Japanese warrant has been raised. In Korean commercial law, the use of warrant has been limited and it is necessary to reform §418. The warrant has various useful functions. The warrant can be used to diversify the means of corporate funding, incentives for directors and employees, and a defensive tactics against hostile tender offer. Above the rest, the warrant has been utilized most as stock option of incentives for directors and employees. By Japanese commercial law revision in 2001, the warrant, unlike conventional stock option, can be utilized more largely because there is no limit in the person who is targeted for a grant, grant limit, exercise period of right and so on. In this article, restricting the warrant which is utilized as stock option, I considered the recent business trend in Japan.