박준, 회사채 관련 법제의 개선, 2017.05, 상사법연구
This paper reviewed the legislative improvements required to resolve issues relating to corporate bonds. The paper proposed two categories of improvements to be implemented in the current Commercial Code and related legislation. Firstly, several improvements were proposed for the protection of bondholders. Mechanisms for the provision of full information on the contract between bondholders and the issuing company need to be established when bonds are issued in paperless form. The Commercial Code needs to clarify that bondholders’ trustees are subject to the duty of loyalty at the same level as trustees under the Trust Act. The proceeds received by a bondholders’ trustee for the bondholders must be protected from the insolvency of the trustee or the attachment of the trustee’s creditors in the same manner as the trust assets of ordinary trusts under the Trust Act. Instead of acting collectively through a bondholders meeting, each bondholder needs to be permitted to exercise the right to object to a merger of the issuing company. Secondly, the paper discussed the issuance of bonds which have the potential to issue new shares. The paper pointed out the inconsistency in the legislation as to the issuance of bonds with detachable warrants and the necessity to allow the issuance of bonds convertible into shares at the option of the issuing company or upon occurrence of certain agreed-upon events.
Key Words : corporate bonds, debentures, terms and conditions of bonds, bondholders, indenture trustee, convertible bonds, bonds with warrants, warrants
박준, 회사채 관련 법제의 개선, 2017.05, 상사법연구
This paper reviewed the legislative improvements required to resolve issues relating to corporate bonds. The paper proposed two categories of improvements to be implemented in the current Commercial Code and related legislation. Firstly, several improvements were proposed for the protection of bondholders. Mechanisms for the provision of full information on the contract between bondholders and the issuing company need to be established when bonds are issued in paperless form. The Commercial Code needs to clarify that bondholders’ trustees are subject to the duty of loyalty at the same level as trustees under the Trust Act. The proceeds received by a bondholders’ trustee for the bondholders must be protected from the insolvency of the trustee or the attachment of the trustee’s creditors in the same manner as the trust assets of ordinary trusts under the Trust Act. Instead of acting collectively through a bondholders meeting, each bondholder needs to be permitted to exercise the right to object to a merger of the issuing company. Secondly, the paper discussed the issuance of bonds which have the potential to issue new shares. The paper pointed out the inconsistency in the legislation as to the issuance of bonds with detachable warrants and the necessity to allow the issuance of bonds convertible into shares at the option of the issuing company or upon occurrence of certain agreed-upon events.
Key Words : corporate bonds, debentures, terms and conditions of bonds, bondholders, indenture trustee, convertible bonds, bonds with warrants, warrants