교환사채(Exchangeable Bond)의 발행 - 제도 개선의 필요성을 제시하며-

Abstract

Since the early 80’s, derivatives trading, that has been continuously evolving, has rapidly increased in volume, and by the 90’s, financial innovation has reached a level where it could be called value revolution. Prompted by these changes in the financial market, effort to structuring new financial products is actively growing. Exchangeable bond(EB), combining the features of ordinary bond and derivative securities, is allowed by the exception of listed corporations in article 165-11 of Financial Investment Services and Capital Markets Act and article 176-13 of Enforcement Degree of the Financial Investment Services and Capital Markets Act. A listed corporation may issue bonds entitled to claim the exchange with listed securities owned by the corporation in accordance with the resolution of the board of directors. Exchangeable bond is an important issuing method that had taken 14.1% of total issuance of equity linked bond(convertible bond, bond with warrant and exchangeable bond) in the last ten years. This thesis is based on a critical view that the principle of a negotiable instrument providing by law has limits as a concept to coexist with global trends of evolving financial products. Especially, 20 years after enacting exchangeable bond provision, this thesis tried to describe some anachronistic problem of limiting EB issuance only to listed corporations under the current Financial Investment Services and Capital Markets Act which proclaims negative system of securities. This thesis suggests that the new exchangeable bond provision in the Revised Bill of Commercial Law proposed to the Legislation & Judiciary Committee of National Assembly about suitability of amendments is worthy of study, and through critical view about current restriction and limited interpretation, it emphasizes the need to promote issuance of EB and the possibility of systematic changes, specifically a possible change of EB system accompanied with introduction of new warrant provision in the Revised Bill of Commercial Law. Also, this thesis proposes practical issues with need of improvement, such as permission of issuance in accordance with the resolution of the board of directors without rule of articles of association,and the loophole in the current system caused by exchangeable right not being applicable to resale-criteria.