Redefinition Of The Legal Status And Obligations Of The Trustee Of Corporate Bonds In China

In recent years,the scale of the bond market has been expanding,providing financing channels for more and more enterprises,and promoting the development of the whole national financial market.With the deepening of the marketization of the whole bond market,the rigid cashing is broken,and the increasingly frequent phenomenon of bond default calls for the market to strengthen the protection of the interests of holders.At present,the protection of bondholders in China adopts two systems: bondholders’ meeting and bond trustee.This paper mainly discusses the current legal status and system improvement of corporate bond trustee in China,and tries to put forward some suggestions through the analysis of its positioning and the problems existing in the existing system.In the first chapter,the author mainly analyzes the significance of the existence of trustee and the current situation of its regulation in China.With the continuous expansion of the bond market,the continuous occurrence of bond default requires us to strengthen the protection of bondholders.However,there is a natural imbalance between bondholders and issuers.Incomplete contract makes bondholders in a weak position,and because of the large number of bondholders and strong dispersion,bondholders are easy to fall into the dilemma of collective action,which increases the cost and difficulty of safeguarding their rights.At the same time,the holders are generally ordinary investors,who do not have professional knowledge background and sensitivity to supervise the use of funds by the issuer.Therefore,it is necessary to introduce professional third-party organizations to protect the interests of the holders.According to the current regulations of our country,the position of corporate bond trustee is not clear,which leads to the obvious phenomenon of negative duty performance and the weak initiative of duty performance.In the second chapter,the author mainly analyzes the provisions of the trustee system in the common law countries represented by the United States and the civil law countries headed by Japan,analyzes the emergence of the system and the positioning and responsibilities of the trustee,and provides reference for the improvement of the relevant systems in China.In the third chapter,the author first analyzes the legal status of the trustee.By comparing the similarities and differences between the principalagent relationship and the trust relationship,the author finds that the trust relationship is more suitable for the trustee system,and compares the trustee with the general commercial trust trustee and litigation representative,and analyzes its particularity.Secondly,the author discusses why the trustor,the beneficiary and the trust property should be included in this trust relationship.In essence,this trust relationship is a kind of self-interest trust,and the bondholder is not only the trustor but also the beneficiary.On the issue of trust property,because there is no essential difference between the non secured corporate bonds and the secured corporate bonds on the issue of trustee,the author thinks that they should not be separated to make separate provisions.In the fourth chapter,the author mainly discusses the trustee’s duty of loyalty and duty of care.In terms of the duty of loyalty,the paper points out that the existing problems of interest conflict and interest balance need to be solved by setting up a negative list and expanding the scope of selection.In the aspect of duty of care,it is proposed that the exercise of its duties is a mere formality,and it should be given substantive power to better supervise the issuers.