The Research On The Uniform Application Of Securities Law To Corporate Debt Securities

Since the issuance of the first corporate bond,the bond market in China has developed rapidly,forming the current exchange bond market and the interbank bond market.However,due to historical reasons,China's corporate debt securities(including corporate bonds,company bonds and non-financial enterprise debt financing instruments)markets involve three regulatory agencies: the National Development and Reform Commission which regulates Corporate Bonds,the China Securities Regulatory Commission which regulates the Company Bonds,and the People's Bank of China and The National Association of Financial Market Institutional Investors,which regulate Non-Financial Enterprise Debt Financing Instruments.Although the different regulatory agencies,these bond varieties essentially reflect the same legal relationship between the issuer and the investors.The Securities Law of the People's Republic of China should have been used as the basic law for regulating the legal relationship of corporate debt securities,but it has not been actually applied to corporate bonds and non-financial enterprise debt financing instruments.This restricts the further development of the corporate debt securities market.The domestic scholars' research on this issue began in the 90 s of last century,and has basically reached a consensus at the present time.It is believed that the Securities Law should be established as the basic law to adjust the legal relationship of corporate debt securities under the premise of revising and perfecting the relevant legal system of the Securities Law.However,different scholars have different views on specific practices.This article puts forward the author's own proposal on the basis of clarifying the "Securities Law" as a unified superior law.First of all,in the first chapter,the author put forward the issue that the issuance and circulation of corporate bonds,company bonds and non-financial enterprise debt financing instruments are not uniformly applicable to the "Securities Law".After that,in the second chapter,the author discussed the phenomena that led to the fragmentation of the relevant legal system due to the fragmentation of the corporate debt securities market,and the phenomenon of regulatory turmoil caused by the absence of a unified upper level law.Then,a comparative analysis of corporate bonds,company bonds and non-financial enterprise debt financing instruments is made which points out the necessity of uniformly applying the “Securities Law”.In the third chapter,the author inspected Japan's "Company Law"," the Collateral Corporate Bond Trust law","the Financial Commodity Trading Law" and "the Financial Commodity Sales and Other Related Laws" as well as South Korea's "Company Law" and "Capital market law" on corporate debt securities related provisions.Japan and South Korea both belong to civil law countries and have fully absorbed the advanced legal system experience of Western developed countries during the years of financial reform.Their relevant legislative experience has certain reference significance for China.Finally,in the last chapter,the author proposes perfect suggestions for the current problems.The author believes that to apply the Securities Law to corporate bonds,company bonds and non-financial enterprise debt financing instruments,it is first necessary to take advantage of the opportunity to amend the "Securities Law" to improve the corporate debt securities legal system.Second,it is necessary to repeal the "Regulations on the Administration of Corporate Bonds." The abolition of the corporate bonds will reduce the number of regulatory agencies and the degree of fragmentation of the legal system as well as the difficulty of uniform application of the Securities Law.