Research And Improvement Of The Restrictive Clauses Of Bond Contracts

The bond restrictive clause delineates the boundaries of corporate behavior by internally increasing the issuer,preventing risk avoidance,and maintaining corporate liability assets.It is an important market-oriented means of protecting the interests of holders outside the domain.With the deepening reform of China's bond market,the return of the holder's interest protection to the market framework needs to reshape the function and value of the bond's restrictive clauses,and should fully carry out theoretical research,legal regulation and practical application.In this way,the restrictive clauses of corporate bond contracts are more important in the context of the legalization of financial innovation.This paper analyzes and studies from theory to practice,and proposes reference suggestions based on extraterritorial experience.This article is divided into four chapters.The first chapter explores the bond's restrictive clauses to define the connotation of the company's specific behavior by contract mechanism and compares its special features.By discussing the conflict of interest between shareholders and creditors under the company's limited liability system and the incompleteness of bond contracts,it discusses the mechanism and function of protecting the interests and risks of holders.Its practical significance is to protect the rights of bondholders,reduce the financing costs of issuing companies,and realize the effectiveness of bond management systems.The second chapter seeks domestic,and discusses the restrictive clauses of bond contracts,that is,the development status and realistic predicament of investor protection clauses in China.For example,China's relevant laws and regulations onlyprovide guidance on its options as an internal credit enhancement mechanism and debt repayment guarantee measures,which makes its function and its practical significance greatly declining,and due to historical reasons,the bond market has long been in administrative compulsory intervention.Its value has been seriously neglected.The domestic bond market has a relatively low proportion of investor protection clauses,and its expression is vague,the content is simple,the type is single,and the supporting mechanisms such as disclosure supervision are not perfect.It should be noted that the too strict terms and conditions will severely restrict the operating and financial activities of the borrowing company,and then analyze its functions and mechanisms through type analysis,and consider the process of controlling the investment risk and promoting the development of the company under the domestic department law.Standardized methods for achieving contractual justice and correcting contractual freedom.In the third chapter,it is beyond the maturity,formativeness and extensiveness of the application of the US bond market contract restrictive clauses,which follows the natural evolution of the market.The judgment of RJR's leveraged buyout case further confirms that it has become a bond market.Contract innovation,and is widely used in high-yield debt contracts.Then this paper examines the types and specific contents of the "standard corporate bond restrictions and related definitions" and the restrictive clauses in the high-yield contract,and draws useful enlightenment to China.The fourth chapter is based on domestic reality,drawing on foreign experience,taking the above investigation and comparing its development process and practical application in the domestic and extra-territorial areas.The restrictive clauses will be more vital with the development of marketization.Strengthen the effectiveness of the resolutions of holders' meetings and improve the normative path of disclosure supervision and other systems,and promote the marketization and legalization of bond contracts.