Study On The Protection Mechanism Of Corporate Bondholders' Interests

As the development of capital market in china, more and more companies begin to finance through corporate bond, however, the laws of protection of the corporate bondholders'interests can't be perfected on the same pace. Such condition not only causes serious threat to the interests of corporate bondholders, but also precludes the market of corporate bond from health and orderly development. However, there is few scholars focus on this issue, not to mention spending time on this field deeply. As a result, the legislation is lack of necessary support of theory. In such scenario, this paper explores the protection mechanisms of the interests of corporate bondholders on the perspective of participation in corporate governance.Except for the introduction, the paper has four chapters. The main thoughts are as follows:Chapter one discusses the foundations for the need and justice of corporate bondholders'participation in corporate governance. Because of the risks of the execution of creditor's rights, the conflict of interests between creditors and shareholders (management) and the disability of general measures for the protection of corporate bondholders, it is necessary for corporate bondholders to participate in corporate governance. Then by introducing"The Stakeholders Theory","the Investment Theory"and"the Superiority of money credits", we can conclude that it is reasonable for the corporate bondholders to participate in corporate governance. This is the precondition of what this paper argues.Chapter two describes the principles for corporate bondholders'participation in corporate governance。Compared with other creditors, corporate bondholders are special. Therefore, we shall follow the principle of collegiality, moderation, and mandatory and autonomy of integrating when we legislate. The present laws from all over the world have proved the correctness of these principles.In Chapter three, we analyze the corporate bondholders'participation in corporate governance under our own background. First, the paper defines the extent of the corporate bond, which contains three bonds: narrow corporate bond, enterprise bonds launched by companies and convertible debenture. Then, the paper discusses the existence of corporate bondholders'participation in corporate governance from the law in theory and the practice in china. The conclusion is that there are many vacant and defects in the laws, which leads to bad influences in the practice of corporate bondholders'participation in corporate governance.Chapter four proposes the ways to perfect the mechanism of corporate bondholders'participation in corporate governance. On the model, our country should unify the legislation. On the content, the mandatory system shall be stipulated in the"company law", and the autonomous system shall be prescribed in the contract of the debenture. (1) Choose Meeting of debenture holders and debenture trustee as the body of corporate bondholders'participation in corporate governance,and perfect the laws of them.(2) Perfect the path of corporate bondholders'participation in corporate governance. When the company is ordinary governed, we should perfect the voting rights of the Meeting of debenture holders and the rights of the debenture trustee. When the company suffers from financial crisis, the representative of the debenture trustee can be director or supervisor. When the company bankrupts, the Meeting of debenture holders and the debenture trustee should join in the meeting of creditors and execute the voting rights.