Research On The System Of Trustee Administration

The developed bond market is conducive to enriching the investment portfolio and improving the investment and financing system,it can provide convenient and low-cost medium and long-term funds for various industries,it can promote financial innovation such as asset securitization,it can also promote the implementation of national macro policies.In recent years,corporate bonds have broken rigid redemption.The development in the direction of marketization is conducive to promoting investor rationality,and can also promote the bond market to develop in a more healthy and stable direction.However,the frequent repayment risk indicates the protection of bondholders in China.The system has not been able to keep up with the current market-oriented development needs,because attracting more investors to promote the development of the bond market needs to maintain investor confidence in the market and fully protect their interests.This paper attempts to analyze the provisions and theoretical basis of China’s current bond trustee system,and compares it with the legislative setting of the bond trustee system in typical countries and regions,in order to provide some feasible suggestions for the improvement of China’s bond trustee system.The paper is divided into five chapters:The first chapter explains the necessity and importance of perfecting the system of trusteeship of corporate bonds,and points out the logical relationship between important institutions in the last section.This chapter is from the frequent default of China’s bond market,the bondholders’ interests cannot be fully protected,and the special risks of corporate bond holders,relying solely on the bondholders’ meeting is difficult to fully protect the interests of corporate bond holders.Explain the importance and necessity of the bond trustee system for the protection of bondholders’ interests.Introduce the core components of the bond trustee system,“the duties and qualifications of the trustee”,the “conflict of interest between the trustee and the corporate bond holder” and the “responsibility of the trustee”.The determination of the responsibilities of the trustee is positioned as the scope and basis of the eligible subject and the manner and scope of the responsibility.The three parts are closely related and complement each other.This paper studies the three parts of the specific content according to the logical order of the trustee system construction and application.The third chapter discusses the conflict of interest between the trustee and the holder of corporate bonds in China.The content of this chapter is based on the Wuyang bond default case.It points out that the conflict of interest between the manager and the holder of the corporate bond is existed in practice,and the interests of the corporate bond holders are damaged.The reasons for the conflict of interest are analyzed from a macroscopic perspective and a micro perspective.The macroscopic reason is that the interests of investors and financiers in the securities market are opposite,and the trustee is inevitably biased between the two.The microscopic reason is that the trustee’s remuneration is fixed and obtained from the issuer,the entrusted management person has multiple positions,the trustee and the issuer have the interests to collude,and the balance of the interests of different batches of corporate bond holders.Finally,based on the current practice situation and conflicts of interest in China,this chapter proposes to avoid or reduce the interests of corporate bond holders by conflict of interest by restricting certain conflicts of interest,changing the way in which the trustee is paid,and strengthening information disclosure measures.The fourth chapter discusses the responsibility of the company bond trustee to damage the interests of corporate bond holders.China’s current law stipulates that the responsibility of the trustee for breach of obligations is only administrative responsibility,and there is no civil liability or criminal liability.The current responsibility setting is not sufficient to play the guiding and threatening role of the law.Compared with China’s regulations on the liability of corporate bond trustees,the legal norms in this area are more detailed.The United States divides different responsibilities according to whether the bond trustee has defaulted.Japan and the United Kingdom also impose general rules and exemptions on the liability of bond trustees.In combination with the extraterritorial experience of the bond trustee’s responsibility and the current legal norms of China,further clarify the responsibilities that should be borne according to the different provisions of the company bond trustee’s breach of obligations,and should raise the norms of the bond trustee’s responsibility to the law.In the future,civil liability,administrative liability and criminal liability should be set up for the responsibility of the bond trustee.In order to solve the situation that corporate bond holders are not able to defend their rights after bond default,it is proposed to introduce a “first pay” system to reduce the cost of defending corporate bond holders and improve the efficiency of disposal to promote the stable development of China’s bond market.The fifth chapter is to look into the future development of China’s bond trustee system.The development of bond marketization should be adhered to,and it is impossible to return to the old path of planning and coordinating,and it is not possible to place bondholders in the default risk of default.It is necessary to change the status quo of the current bond trustee’s legal rules and the rules of the various documents,in order to achieve the legalization and marketization of China’s bond market,so that the bond market will develop stably and healthily.The content of the bond trustee system should be integrated into the framework of the Securities Law,and the Securities Law should be unified to guide the end of the current chaotic state.