Research On The Mechanisms Of Bondholders' Participation In Corporate Governance

In recent years,bond default events frequently break out,and there is a growing trend year by year.As bond holders is an important participant of bond market,the protection of their rights and interests is significant.Because the bondholders are in a weak position compared with the bond issuers,the bargain power is different,and it is impossible to prescribe all the future risks in bond contracts in advance,so the bondholders cannot protect their interest to the largest extent due to the limitation of the contract law.Moreover,the limitation of the existing mechanisms on protecting the rights and interests of bondholders may be solved by empowering bondholders to participate in the corporate governance in order to protect their rights and interests to the largest extent.This paper will mainly focus on why bondholders need take part in corporate governance,what is the legal basis,how to define the spectrum and the specific measures of participation.This paper consists of four chapters.The first chapter is about the current situation of the protection of the rights and interests of the bondholders in our country.Through the analysis of the causes and consequences of bond default,the difference on protection measures among participants of corporate,and the role of bondholders in corporate governance.The importance to protect bondholders and the limitation of the existing protection mechanism lead to a need to explore a new path to protect of the rights and interests of bondholders.The second chapter aims to demonstrate the necessity and theoretical basis of bondholders' participation in corporate governance,that is,why bondholders need to participate in corporate governance and what is the theoretical basis.After analysis,it is found that there is a fundamental inability due to limitation of the existing mechanisms to achieve the purpose of protecting the rights and interests of bondholders,while the participation in corporate governance mechanism solves the defects of information asymmetry,which makes up the shortcomings of the above mechanism.This chapter also analyzes the legal theory behind the "stakeholder theory",which lays a theoretical foundation for bondholders to participate in corporate governance.The third chapter aims to figure out the spectrum of bondholders' participation in corporate governance.This chapter analyzes the relevant legislation,judicial practice and legal principles behind them from a comparative perspective to prove that the limit of bondholders' participation in corporate governance in China should be defined as the supervision mechanism when the corporate operates well,the participation decision-making mechanism with respect to the major business activities affecting the company's solvency,and when the company is in operation or financial difficulties.The fourth chapter aims to provide specific paths for bondholders to participate in corporate governance.In this chapter,by constantly improving the existing security mechanism of bondholders in our country,we refine and demonstrate it.At the same time,we put forward a new way to establish the mechanism of bondholder-director and bondholder-supervisor,which in turn serves the existing security mechanism of bondholders and realizes closed-loop connection with the existing trustee mechanism and bondholders' meeting mechanism.