| This article makes a tentative research,which from legal theory & practice on some legal problems of convertible bonds system in our country. In the course of research,compare analysis,integration of theory with practice and so on methods have been mainly applied to detail study the legal problems our country on aspects of convertible bonds issue system,convertible bonds shareholder's preemptive right system and legal protection system for benefit of bondholder of convertible bonds. Legal ways have been proposed to solve the above-mentioned problems. The article includes four parts except of introduction and conclusion.In introduction part,a general description is made for convertible bonds develop situation that has been continuous developing and making innovations in one more hundred years since being created. To combined with our country relevant legal regulation for convertible bonds and present situation for issuing of convertible bonds and with the confirmation that our country convertible bonds legal regulations has played positive pushing role for convertible bonds issuing,some existing legal problems for convertible bonds legal system in our country are raised up.The first part makes a general description for the definition of convertible bonds,the legal features and the economic results,definition of convertible bonds has been disclosed to draw out the substantial legal features for convertible bonds which is double element structure of bonds and shares,that is to say convertible bonds is bonds which from beginning to convert,convertible bonds will grow up to be a stock after conversion. Owing to double element structure for convertible bonds,it may be converted by double element structure due to its flexibility to contribute to special exterior market - both Investment party &Financing party get economic benefit.The second part makes an exploratory research for jome legal problems existed of issuing system for convertible bond in our country. In the course of research for legal basis of convertible bonds issuing system,a comparing research is made for three kinds of capital system,confirming that capital system of authorization is the legal basis of convertible bond issuing and that legal capital system is a legal barrier for convertible bond issuing. The writer makes an active appraisement & analysis for fabrication of compromise authorization of capital,which has been adopted by civil law country for convertible bond issuing. Compromise authorization of capital abstracts excellent features "flexible & convenient raise funds,high utilization rate of capital" from authorized capital system and "advantageous to perfect company account structure,stabilizing capital of company,maintaining trading safety and protecting creditor's equity" ftom legal capital system,and abandon some faults of "easy to appear false capital" hi authorized capital system and "easy to result in idle funds" in legal capital system. The writer thinks that compromise authorized capital system provides a reasonable legal basis for convertible bonds issuing in civil law country. Therefore,present system of company legal capital implemented inour country is not favorable to the healthy development of convertible bonds. To suggest that our country may imitate company capital system that is implemented by Japan belonging to civil law country to form our special company capital system of compromise authorization of capital.In research for principal part for convertible bonds issuing,analysis is generally made to legal regulations concerning the principal for convertible bonds issuing in several countries to the conclusion that only Limited Company (Ltd.) is principal for convertible bonds issuing.there exists two types of principal for convertible bonds in our country:one is company of stock issuing;another is key state enterprise. By means of compare & analysis research to show it is reasonable and necessary that only companies of stock trading issue convertible bonds. But the key state enterprise issue convertible bon... |
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