상법상 워런트 도입을 위한 입법 모델 연구 －Equity Warrant를 중심으로－

Abstract

It would be generally accepted that the equity warrant can not be issued by the issuing company of the underlying securities under the Korea Commercial Act and so called the Capital Market Act. The equity, defined as an option for the holders of the securities or the right to subscribe the new shares or to purchase the company's own stocks, has some functions of raising the capital, enlarging the investment instrument and defending against the hostile corporate acquisitions. This paper suggests a legislative model for implementing the equity warrant in the Korea Commercial Act, which has long been issued, listed and traded on the open market in the countries having highly developed capital market as in the England, America, Japan and France. In this model, the warrant system in the French Commercial Code is referred to as an useful legislative example, because it is quite similar to the Korean legislative regime for the company's capital raising. And some provisions relating to the Japanese warrant under its Company Act are analysed in the comparative point of views. The two countries' legislative models are reasonably moderated and introduced in harmonization with the current capital raising system and historical background in the Korea Commercial Act. This paper recommends a variety of suggestions in detail for the future legislation, which cover with the definition of the equity warrant, appropriate procedural requirements for its issuing, transferring and listing, rules for the exercise of the option, and disclosure requirements including its registering, etc. Lastly, some similar overlapping provisions relating to the stock option, convertible bonds and bonds with stock purchase warrant under the current Commercial Act including some rules for the defensive warrant so called poison pill under the bill Act, are fundamentally reorganized.