S-Space College of Law/Law School (법과대학/대학원) The Law Research Institute (법학연구소) 법학 법학 Volume 40, Number 1 (2000)
워런트(warrant)의 도입을 위한 소론
An Essay for Introducing Naked Warrants in Korea
- Issue Date
- 서울대학교 법학연구소
- 법학, Vol.40 No.1, pp. 241-263
- Ⅰ. Introduction
Despites their various potential benefits, naked warrants are generally believed not to be allowed under the Commercial Code in Korea. The purpose of this paper is to examine the two related issues regarding warrants: (1) whether or not warrants can be issued under the current Code; and (2) whether or not we need to provide for warrants in the Code explicitly. The answers to these questions are both in the affirmative.
Ⅱ. Analysis of the Concept of Warrants Detailed comparison is made between warrants and similar concepts adopted in the Code, such as the shareholder's preemptive right and bonds with warrants attached.
Ⅲ. Functions and Substitutes of Warrants First, I discuss how warrants serve various useful functions. Next, the limits of bonds with warrants and convertible bonds, functional substitutes of naked warrants are described.
Ⅳ. Validity under the Current Code The issue as to whether naked warrants can be validly issued under the Code is examined from various perspectives. Before the discussion, I briefly introduce heated academic debates among scholars in Germany over the validity of naked warrants under the Stock Corporation Act(Aktiengesetz).
Ⅴ. Issues to be Considered in Issuing Warrants
Ⅵ. Revision of the Commercial Code Even though the Code should not be interpreted to proscribe warrants, we need to revise the Commercial Code to make it clear that firms may lawfully issue naked warrants. The provision on warrants in the Revised Model Business Corporation Act(Section 6.24) is briefly discussed.
Ⅶ. Economic Changes and the Adaptation of the Corporate Statutes In conclusion, an argument is made that firms should be allowed to issued warrants, and furthermore that we should adapt our corporate statutes to our rapidly changing economic environment.