Research On The Corporate Bondholders’ Meeting System

With the expansion of the global capital market and the rapid development of China’s capital market,the protection of the legitimate rights and interests of market investors has been lingering between the academic and practical circles.Compared with the mature stock market supporting laws and regulations,China’s bond market is still in a state of ignorance.Although the risk of bond trading is lower than that of stock trading,the harm to investors is real.The bond market default disputes in 2020,especially the "13 HNA bond" default event,reflects a series of deep-rooted problems in the supporting system of China’s bond market,as well as the lack of supporting laws and regulations.Whether in academia or in practice,it is urgent to pay attention to the bond market crisis.As one of the important systems to maintain the stable development of the bond market and protect the legitimate rights and interests of investors in the market,the corporate bondholders’ meeting system has a long history in the world,and the practice of capital markets in developed countries has effectively proved the rationality and necessity of the existence of this system.However,this system has not been paid enough attention in our country,and it has only existed as a declaration of principle.Although it has been reflected in some specifications,it has not played its due role.The outbreak of "13 HNA bonds" makes the problem of bondholders’meeting system exposed in the academic and practical field of vision.In this meeting,the issuing company used the relationship with the bond trustee and the absolute advantage of the bond share in hand to infringe on the interests of bondholders,causing market fluctuations and strong market response.In this event,the bondholders’ meeting system has exposed some problems,which are mainly manifested in the legislative ideas not keeping up with the development of the times,such as the weak amendment of the securities law,the lack of effective connection with the bond trustee system,and the lack of the protection function of the bondholders’ system;the lack of system elements,such as the imperfect provisions of the bondholders’ convening power,the lack of holding rights There is no distinction between the types of resolutions and the effective mode of resolutions.The accumulation of these problems leads to frequent disputes in the bond market and frequent infringement of investors’ interests.Compared with the lack of our system,some foreign countries have made clear provisions on this system in their legal provisions,and have achieved good practice.These useful experiences should be worth learning.When building and improving the system of corporate bondholders’ meeting,we should not only fully absorb the beneficial experience of foreign countries,but also join the system in line with China’s judicial practice according to China’s national conditions.In terms of improving the legislative level,we can turn some provisions that have gained useful experience and successfully practiced in judicial practice into laws,ensure that the holder meeting system can have a fairly high legal status and strong legal binding force,promote the system to spread out in the bond market comprehensively and effectively,strengthen the connection with the bond trustee system,and clarify the trustee The duty of the trustee is to give the holder the right to supervise and replace the trustee.When the trustee has serious misconduct in performing his duties,he can be prosecuted and punished.The right relief of the holder can be carried out from two aspects:before intervention and after protection.In the aspect of improving the constitution of the system,it is clear that the bondholders should have the right to call,reduce the proportion of bondholders’ bond shares required under the legal call,and give the bondholders the right to sue to the court when the call request is rejected under the illegal situation;the types of meeting resolutions can be distinguished according to ordinary and special,and the special resolution needs to meet certain requirements of the whole The general resolution can be passed simply;the effective mode of the resolution can be "effective as soon as it is made+passive review".After the above-mentioned series of ways to determine the legal system and improve,China’s corporate bondholders’ meeting system is really improved.