Study On Fiduciary Duty Of Indenture Trustee

Under the new economic situation,bond default tends to normalize with the increasing downward pressure of the economy and the promotion of the supply-side structural reform of "deleveraging and breaking the rigid exchange".The trustee of corporate bonds plays an important role in the daily supervision and management of the duration of corporate bonds and the post-default supervision and management of corporate bonds.The trustee system of corporate bonds in China has been paid more attention after the first bond default in 2014,and there are many deficiencies in legislation.The United States,Japan and other countries have quite mature legislative experience on the trustee system of corporate bonds,which provides a reference for the construction of trustee's fiduciary obligations of corporate bonds in China.In this paper,the legal method of legal analysis and comparative law and the principle of economics are used to demonstrate the application of fiduciary duty in the duty of corporate bond trustees.The experience of fiduciary duty rules of corporate bond trustees abroad is drawn,and constructive suggestions are put forward for the construction of the fiduciary duty system of corporate bond trustees in China.This paper is divided into four chapters.Chapter one starts with the discussion of fiduciary obligation,introduces and analyses the basic legal relationship between the trustee and the bondholder of corporate bonds as fiduciary relationship,and explains that the core content of fiduciary obligation consists of fiduciary obligation and diligent obligation.The nature of fiduciary obligation is legal and arbitrary.Chapter 2 introduces and analyses the reasons why corporate bond trustees bear strict fiduciary obligations.On the one hand,in the relationship between corporate bond trustees and bondholders,bond holders are in a relatively weak position.The reason is that the indirectness and asymmetry of information obtained by corporate bondholders and the incompleteness of corporate bond contracts lead to insufficient contract protection.On the other hand,the trustee of corporate bonds deviates from the purpose of protecting the interests of bondholders because of the conflict of interests between the trustee of corporate bonds and bondholders,the negative orientation of bond supervision and management functions.And the mechanism of investigating the civil liability of Trustees is absent.Chapter three compares and analyses the fiduciary duty rules of Trustees of foreign corporate bonds and puts forward experience summary and Enlightenment to our country.This paper mainly compares the rules of fidelity obligation and diligence obligation,among which the rules of fidelity obligation are compared and analyzed from the subject qualification of trustee of corporate bond and the conflict of interests.The rules of diligence obligation are compared and analyzed from the investigation obligation and the obligation of notification of bond default,and the Enlightenment of foreign experience on the construction of fiduciary obligation in China is summarized.Chapter IV focuses on the construction of China's bond trustee fiduciary obligations and breach of fiduciary obligations made recommendations.The rigid rule of fiduciary duty in fiduciary duty regulates the conflict of interest between trustee and bondholder,and the diligent duty in fiduciary duty corrects the negative management function of trustee of bond in our country,and puts forward the mechanism of investigating civil liability of trustee of corporate bond violating fiduciary duty.