On The Validity Rules Of The Resolutions Of The Bondholders’ Meeting

This article intends to address the following questions: How to determine the validity of resolutions adopted at a corporate bondholders’ meeting? Based on the analysis of the legislation and practice of the validity rules of corporate bondholders’ meeting,this paper makes a jurisprudential analysis of the specific issues,and puts forward some suggestions to perfect the validity rules of corporate bondholders’ meeting.First of all,this paper sorts out and analyzes the existing rules on the validity of the resolution of the bondholders’ meeting.With regard to legislative provisions:(1)the law has not expressly stipulated the validity of resolutions adopted at a bondholders’ meeting;(2)the department regulations only contain general provisions,but there are no practical specific rules.With regard to other provisions:(1)although there are specific provisions in the Court Minutes,the document itself does not have the force or effect of laws,regulations or judicial interpretations;(2)the documents of the exchange only provide indicative provisions,but lack of jurisprudential and legal support.Secondly,since there are no applicable rules on the validity of resolutions adopted at a bondholders’ meeting,this paper examines the decision of the validity of resolutions adopted at a bondholders’ meeting in practice.(1)In practice,the determination of the validity of a resolution adopted by a bondholders’ meeting mainly relies on the legal opinions issued by an attesting lawyer,who,however,is mostly a mere formality with a procedural review only.(2)In the event of an insufficient supply of rules on the validity of resolutions adopted at a bondholders’ meeting,the number of relevant judicial cases is extremely small,which neither provides judicial support for the improvement of the validity of resolutions adopted at a bondholders’ meeting,nor reflects the imperfections of the validity of resolutions adopted at a bondholders’ meeting.Thirdly,since the existing rules and practices fail to resolve the issue,this paper explores the legal principle of the principal status and the scope of authority of the bondholders’ meeting,and examines the characteristics of the participants and conduct of the bondholders’ meeting.(1)The bondholders’ meeting in China has no legal entity status,making it impossible to directly apply the general rules for resolutions adopted at a bondholders’ meeting or,by analogy,the rules for corporate resolutions adopted at a bondholders’ meeting.(2)The authority of the bondholders’ meeting in China is only derived from the agreement in the prospectus,resulting in inadequate protection of the rights and interests of small and medium-sized bond investors.(3)Other countries or regions have made legal provisions on the authority of resolutions adopted at a bondholders’ meeting,providing necessary protection of the rights and interests of bondholders.Finally,based on the nature and particularity of the resolution adopted at a bondholders’ meeting as a legal act,and the foreign experience,this paper puts forward the following suggestions: the validity of the resolutions is divided into non-existence of the resolutions,invalid resolutions,revocable resolutions and valid resolution.