Study On The Legal Regulation Of The Issuance Of Privately-offered Corporate Bonds

According to the Pecking Order Theory, bond financing is the optimally exogenous financing channel of companies, which is superior to bank credit and stock issuance. Many enterprises, especially middle and small-sized enterprises, do not carry out public issuance of corporate bonds on account of its stringent specification, which makes private placement bonds a new way to solve the difficulties in corporate financing. The nature of private placement bonds constitutes to the private right, but because of market failures and limit of private rights autonomy, it is necessary to intervene with public power. There are many problems about the laws and regulations in private placement bonds because of the dependent path of institutional changes, such as regulatory philosophy, regulatory body, market access regulation, information disclosure system and so on. We need to break the path dependence fundamentally, change the general idea of regulation, and reference reasonable regulation experience of developed bond market. This article discusses the theme of private corporate bonds legal regulation. Start with the theoretical basis and value targets, this paper sorts out the status quo of private corporate bonds regulation and then analysis of limitations of the existing legal regulation. Under the premise of clearing the general idea, this paper puts forward some suggestions.Apart from Introduction and Conclusion, this article divides into four parts.Part one describes the theoretical basis and the target value of private corporate bonds of legal regulation. On the basis of determining the private corporate bond concept and types, this part discusses the theoretical basis from the point of private rights of autonomy and public power, and thus proposes three value targets which private corporate bonds legal regulation intends to achieve, namely efficiency, safety and fair.Part two introduces the development and status quo of supervising the issuance of private corporate bonds. By the review of the supervision rules and issuance of the private corporate bonds of interbank bond market and exchange market, this part sums up the characteristics of private corporate bonds legal regulation.Part three analyzes the limitations of private corporate bonds legal regulation. Neglect efficiency and overly administrative regulation philosophy, combined with the multiple regulatory agencies, resulting in the limitations of review mode, issuers qualifications, qualifications and number of investors and the information disclosure regulation. And then discusses the cause of such limitations from the point of path dependence theory.Part four puts forward some suggestions of the legal regulation of private corporate bonds. Based on considering from the general perspective of mode of supervising, legislation model and value orientation, this part offers a system design proposal.