The Discussion Of Protection Of Bondholders In The View Of Bondholder's Participation In Corporate Governance

Bonds,which as an important means of financing in the capital market,becoming a force to be reckoned in the financial sector in Chinaafter 30 years development because of its high efficiency and low cost advantage compared with shares,loans and other methods.However,our current legal system cannot meet the needs of rapid development of the bond market,especially on the bondholders protection.Because traditional theory does not recognize the creditors,including bondholders,have rights to participate in corporate governance,making it hard for bondholders to actively involved in the company's business decisions,coupled with a lack of litigation methods like direct litigation compared with shareholder,making the bondholders are more vulnerable facing the managers of company.While the protection of bondholders is the vital elements for the further development of our bonds market.After analyzingour current legal system,although we have the "measures for the management of corporate bonds issuance and trading",but there still exists unreasonable or absent conflicts in detail,such as bondholders conference rules of procedure,the trustee,litigation subject qualification,the trustee and the holder of the conflicts of interest,etc.Makingthese two systems cannot effectively play its role in protecting bondholders,and promote the healthy development of the bond market.Because of these reasons,this article poses that it should be changed in the following to perfect the system of bondholders protection in our country by analyzing the overseas mature capital markets of bondholders meeting and bond trustee system.The first one is the above two systems into the scope of the company law,the securities law regulation,involving bondholders protection rules to rise to the law.The second one is to make a clear definition of the qualifications of trustee,to prevent conflicts of interest institutions as trustee.The third one is to refine trustee authority,according to different standards,such as public offering,private standards set for trustee multi-level powers and authorities of office,to fit the market demand.The fourth one is to improve the civil compensation of trustee.The fifth one is to clear the bondholders meeting procedure by law,avoiding holders meeting cannot summon or marking a resolution;the Sixth is to restrictthe interest-related bondholders' right in voting,avoiding the damage caused by its advantage position.