Research On Legal Issues Of Convertible Bond Financing And Control Rights Allocation Of Listed Companie

Convertible bond is a new financial instrument under the background of stock bond integration.In the securities market,because convertible bonds have the advantages of improving the internal structure of the company and reducing the financing cost,most listed companies have taken them as the inevitable choice of financing.Equity and creditor’s rights are not only a financing tool,but also a corporate governance tool.The allocation of corporate control is the core issue of corporate governance.Due to the dual nature of convertible bonds,the complexity of convertible bonds will make new changes in the traditional corporate governance structure,and the allocation of corporate control will also be re developed around the rights and obligations between various stakeholders.Through the specific system design,we can finally achieve the balance of interests between the right subjects involved in the convertible bonds,so that the convertible bonds can play a better role in the financing of Listed Companies in China.This article is divided into four parts:The first part introduces the basic concepts of convertible bonds and corporate control,expounds the concept and nature of convertible bonds,the positive role of issuing convertible bonds,explains the connotation of corporate control,and analyzes the theoretical basis for the allocation of corporate control.The second part points out the current situation of control right allocation of China’s Listed Companies in convertible bond financing by combing relevant laws and regulations and taking Gome’s convertible bond financing case as an example,and puts forward the lack of control right allocation of China’s listed companies under current conditions from the perspective of convertible bond holders,convertible bond trustees and directors of the issuing company.The third part mainly introduces several typical countries in the common law system and the civil law system.By introducing the relevant legal systems of the United States,Britain,France and Japan,it compares their provisions for our country to learn from.The fourth part puts forward the specific system design to improve the control right allocation of Listed Companies in China from the aspects of perfecting the convertible bond holder’s right to know system,establishing the convertible bond holder’s derivative litigation system,and expanding the directors’ fiduciary duty under the economic democracy theory,stakeholder theory and material capital provider theory.