전환사채시장의 규제 변천사와 정책적 시사점: 시가하락 리픽싱 옵션과 제3자 지정 콜옵션을 중심으로 (Chronology of Regulation on the Convertible Bond Market and Policy Implications: A Focus on the Refixing Option and the Call Option)

서지정보

· 발행기관 : 한국재무학회
· 수록지 정보 : 재무연구 / 37권 / 1호 / 1 ~ 40페이지
· 저자명 : 김영준, 이수정, 조미옥

초록

2020년 정책당국은 전환사채시장을 불공정한 거래가 발생하는 대표적인 시장으로지목하며, 이후 수차례에 걸쳐 관련 법 및 회계 규정을 개정한다. 정책당국은 전환사채시장을 불공정하게 만드는 주요 원인으로 전환사채에 포함된 ‘시가하락 리픽싱 옵션’ 과 ‘제3자 지정 콜옵션’을 지적한다. 본 연구는 전환사채의 시가하락 리픽싱 옵션과제3자 지정 콜옵션에 대한 규제 변천사와 정책적 시사점을 살펴본다. 구체적으로두 종류의 옵션이 국내 전환사채시장에 도입된 이후부터 2023년까지 이를 규제하기위해 만들어진 법과 회계 규정을 살펴봄으로써 정책당국의 규제를 평가하고 향후규제 방향에 대해 고찰해본다. 또한 두 옵션에 대한 규제를 전환사채 이외에도 다양한전환금융상품들(신주인수권부사채, 교환사채, 전환우선주, 상환전환우선주)에 적용할 수 있는지에 대해 논의한다. 본 연구는 전환금융상품의 시가하락 리픽싱 옵션 및제3자 콜옵션과 관련하여 보다 높은 수준의 정책당국의 규제가 필요하다는 시사점을제공한다.

영어초록

This study examines the chronology of regulations and policy implications for two features embedded in convertible bond (‘CB’) contracts: the option to adjust the conversion price downwards when the stock price falls (i.e., the ‘refixing option’) and the call option designatable to a third party (i.e., the ‘call option’). We provide the summary of this study as follows.
First, we investigate the change in legal regulations regarding refixing options. CBs with the refixing option emerged in the late 1990s. In the early 2000s, the Financial Services Commission (‘FSC’) recognized a problem that the refixing option dilutes the interest of existing shareholders as the stock price falls and thus enacted a rule for setting the lower limit of the conversion price. However, the problem persisted.
In 2021, the FSC revised the rule, requiring an upward adjustment, following a prior downward adjustment, to the conversion price, prompted by an increase in the stock price. The revised rule is applicable to applicable to privately-placed CB. Under the revised rule, the cap for the upward-adjusted conversion price is allowed to be set lower than the initial conversion price. Thus, the rule does not effectively eliminate the refixing option. We believe that strengthening the regulation of refixing options is necessary.
We also examine the accounting issues for refixing options. After the adoption of the Korean International Financial Reporting Standard (‘K-IFRS’) in 2011, conversion rights (‘CR’) are recognized as a derivative liability and should be measured at fair value in every reporting period. This accounting treatment may lead to significant valuation losses for CR and an increase in liability when stock prices rise. In extreme cases, certain firms face the risk of delisting from the exchange. To address this issue, in 2022, the Korea Exchange (‘KRX’) revised a listing maintenance rule for screening criteria for delisting. The revised rule excludes valuation losses on CR due to refixing options from pre-tax income. In accordance with the KRX rule, the Korean Accounting Standards Board amended the accounting standard, which mandates firms to disclose valuation gains and losses on financial liabilities with refixing options separately from pre-tax income. Another issue with the accounting treatment for refixing options is that some treat CR as debt based on K-IFRS, while others treat CR as equity based on the Financial Supervisory Services(‘FSS’)’s interpretation on the accounting for refixing options. We believe the regulators should address the issue on this interpretation.
Next, we examine the change in legal regulation of call options. In 2013, CBs featuring call options emerged to circumvent the legal prohibition of detachable BWs, which are allegedly utilized to strengthen the controlling power of the largest shareholder. The issue with CBs featuring call options is that the issuer designates call option recipients (mainly, the largest shareholders) only when the stock is convertible, thereby enabling them to purchase stock at a strike price lower than the prevailing market price. In 2016, when the market became aware of issues of CBs featuring call options, the FSS modified the disclosure format of CB issuance. But this approach proved ineffective. In 2021, the FSC implemented rules to impose a limit on the exercise of call options by the issuer's largest shareholder up to the ownership rate prior to the issuance of CB and to require issuers to provide detailed disclosure on the exercise of call options in both publicly and privately-placed CB.
However, the rules do not effectively address the problem that exclusive benefits from call options are given only to those designated by CB issuers, and not to other shareholders. Another issue with CBs featuring call options pertains to issuers’ own CBs, which is not retired after redemption but remains resalable. The resale of issuers' own CBs is economically similar to CB featuring call options. However, considering that the resale of issuers' own CBs is subject to more misuse than call options, additional regulation on it is necessary.
We investigate the accounting treatment for call options. Most firms had not accounted for call options in CB since their emergence in the market. In 2022, upon recognizing this fact, the FSC issued a supervisory guideline requiring issuers to recognize call options as financial assets separately from CBs in their financial statements. However, the guideline is limited to call options only. Under the current accounting standard, issuers' own CBs are not recognized in financial statements.
We believe regulators need to mandate issuers to disclose more information about their own CBs.
Lastly, this study discusses the applicability of the 2021 regulation to the following convertible instruments: bond with warrants (‘BW’), exchangeable bond (‘EB’), convertible preferred stock (‘CPS’), and redeemable convertible preferred stock (‘RCPS’). BWs are subject to the regulation for CB as well. However, EBs are not subject to the regulation. Particularly, a set of EBs exchangeable to the issuer's treasury stock needs to be regulated at a level comparable to that of CBs due to their economic equivalence. In 2023, the FSC revised the rule to extend the 2021 regulations to include CPS and RCPS. Nevertheless, the regulations for CPS and RCPS remain less sophisticated than those for CB and BW.
Overall, our study suggests that further regulatory measures for the two options are warranted to secure the fairness of the market.

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