| As a new kind of financing instrument, Convertible bonds was introduced into China after Corporation Law had been issued. In economic life it plays a very important and positive role. It not only enriches the types of securities on the securities market but also provides a helpful financing instrument for corporations .It is fully recognized that the demand for Chines enterprises to seek new funds from domestic and international sources is increasing as economic reforms forge ahead. As the result ,the introduction of convertible bonds is timely and will be helpful to meet the financial demands of Chinese enterprises ,especially in the state sector. Because of my particular interest in the legal institution of convertible bonds , I choose it as my research area. In China the laws which govern the convertible bonds are quite incomplete and sometimes contradictory, especially in the area of the protection of convertible bonds holders . The weakness of law will be a great barrier for the development of convertible bonds in China. In view of it I want to offer some instructive suggestions for the law making of convertible bonds through my study in the field of convertible bonds. This is also a main reason for me to write this thesis.In this thesis, I focus on the legal institution of the protection of convertible bonds holders .In Chapter 1, I analyze the basic theoretical problems of the convertible bonds. Concept and characteristics of convertible bonds are all discussed in this chapter. I also compare the convertible bonds with the other similar financial investment instruments. Then I discussed the constitution of the value of the convertible bonds by a economic-analysis method and urge the adoption of this new financial instrument. In Chapter 2, I discussed the system basis of the protection of convertible bonds holders. An analysis of the relationship between corporate capital system and convertible bonds reveals authorized capital system is fit to the issue of the convertible bonds .I propose certain reforms on capital system of our corporation law.In Chapter 3, I discussed the relationship between modern corporate governance and the protection of convertible bonds holders. The convertible bonds holders are outsiders of the corporation and the share-holders are owners of the corporation. The difference of legal status decided that the directors do not owe a fiduciary duty to the convertible bonds holders. Therefore, the interests of convertible bonds holders are easily damaged by the corporation and they need much more protection than shareholders. In Chapter 4, I discussed the relationship between the issuance system and the protection of convertible bonds holders. I consider that public corporation should be the main issuer of convertible bonds. With regard to the power to make decisions on issue of convertible bonds .I consider that the power should be authorized to the board of directors.In Chapter 5, I focus on the protection of principals and interests of convertible bonds . I discussed how convertible bonds holders should be protected when certain events happen. I suggest to establish sinking funds to protect the rights and interests of convertible bonds holders.In Chapter 6, I discussed the protection of conversion privilege of convertible bonds. Conversion privilege is the most important right for the bondholders. I discussed how the conversion privilege should be protected when some events happen, such as capitalization, subdivision, combination, new issues at below conversion price, mergers, liquidation.In Chapter 7, I analyze how to protect the rights and interests of convertible bonds holders as a whole. I introduce two systems which have been proved effective .One is bondholder communities ,the other is trust .I suggest to adopt the advantages of both systems and establish a suitable system in China to protect the interests of bondholders as a whole.Finally, I present my conclusion and proposal. We need convertible bonds in our economic life . The practice o... |
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