轉換社債에 관한 法的 問題點 考察

Abstract

Convertible debentures combine features of both debt and equity in a single, hybrid security. Debentures are generally unsecured, long term notes issued pursuant to a trust indenture. A conversion feature of a debt security usually grants the security holder with the option of converting it into some other security of the issuing corporation. Issuing convertible bonds in the way of private subscription may be harmful to the shareholders. The main purposes of this dissertation are to examine cases which have raised social attention especially in view of agency problem and to analyze the actual motives of private offering of convertible bonds. This thesis presents the problems caused by current system, and suggests some measures to reform legal system to prevent the expedient issue of convertible bonds and to make the convertible bonds market function properly. The suggestion can be a better way to protect the shareholders against unfair issue in the way of private subscription and to protect holders of convertible debentures. Directors, officers and controlling shareholders have been found to owe a fiduciary obligation to their corporation and shareholders.