Varstvo imetnikov zamenljivih obveznic in obveznic z delniško nakupno opcijo

slovenian

2019

volume 45, issue 2

Narodna in univerzitetna knjižnica
(Obvezni izvod spletne publikacije)

The Companies Act (ZGD-1) provides shareholders with a relatively high-quality protection in the procedure of issuance of convertible bonds and bonds with stock purchase warrant, as this type of hybrid bonds may only be issued on the basis of a general assembly resolution. In addition, shareholders have a pre-emptive right to purchase bonds of new issues. On the other hand, the legal regulation of protection of investors in these financial instruments is, except for regulation of conditional share capital increase as an instrument of ensuring the executability of conversion and option right, markedly rudimentary. The restraint of the legislator in relation to a more complete regulation of this area is to a certain extent excusable. The legal relation between a company and bondholders primarily has a character of the law of obligations. It gets a character of corporate only at the point of exchanging a bond for a share and of execution of stock purchase warrant, respectively. Hence, the question of protection of bondholders from unwanted "side effects" of company''s corporate operations is above all a matter of law of obligations and the arrangement of (contracting) parties. The analysis of protection instruments for holders of hybrid bonds is the subject of the present article.

25.03.2020