論關係企業中之員工獎酬制度──以德國員工認股選擇權為比較對象

A Study on the Regulations of Employee Compensation System in Affiliated Enterprises - in Comparison with the Employee Stock Option in German Law

員工獎酬制度在我國法有長久的歷史，隨著實務界的需求，我國員工獎酬制度亦與時俱進而一再引進國外的制度，例如員工認股選擇權以及員工限制型股票即屬是例。然而，由於員工獎酬制度過去僅限於同一公司內部發放，已逐漸無法滿足實務界企業集團化的需求，故公司法亦於其修正案中逐次放寬關係企業中員工獎酬制度，直至公司法2018年修正案中方允許各種員工獎酬工具皆得發給符合一定條件之控制或從屬公司員工。立法者雖立意良善，但卻可能忽略了關係企業的危險性，例如控制公司即可能利用其控制力促使從屬公司以其資源獎勵控制公司員工，以致損及從屬公司利益。此問題在德國法亦可得見，尤其是員工認股選擇權更是德國股份法唯一允許在關係企業間發放者，其已行之有年而累積相當數量的實務與學說見解。職是之故，本文之目的即在以德國員工認股選擇權法制為比較對象，深入分析關係企業中員工獎酬制度可能引起的利益衝突問題，並試圖提出適宜的解決之道以供我國學說與實務參考。

The employee compensation system is an important issue in Taiwanese corporate law traditionally. Due to the requirement of the praxis, the employee compensation system has revised and adopted some relating regulations from foreign laws, such as employee stock option and employee restricted stock. However, since those compensation instruments were only distributed to the employees internally in a company, it was not able to meet the requirements of corporate groups in the praxis. Therefore, the relating regulations of the Taiwanese Company Act are adapted for the needs of corporate groups through several amendments in past years. Until 2018 amendment of the Company Act, all employee compensation instruments are permitted to be issued to employees of controlling or subordinate companies in Taiwan. The legislators might be well-intentioned, but they might overlook the risks caused by the nature of affiliated enterprises. For example, the controlling company might use its power to force the subordinate company to reward the employees of the controlling company. As a result, the interests of the subordinate company would be damaged. The same problem has been discussed in German law, especially regarding to the employee stock options issued in affiliated companies. Therefore, this essay aims to analyze the problems of conflict of interest caused by the employee compensation system in the affiliated companies in comparison with the German law. The result of the research might provide reference for the legal doctrine and praxis in Taiwan.