현행 전환사채제도상 문제점과 보완점

The convertible bonds(hereinafter “CBs”) involve the privilege, at the option of the holder, of converting it into share. As one of the forms for rising capital of corporation, CBs help the corporation to reduce the cost for rising capital and serve the investors as the attractive commodities offering stability of bonds and speculation of stock at the same time. Recently, CBs is abused for a expediential donation and a unfair transfer of the right of management. Because commercial law and other rules regulating unlisted corporation does not need a fairness of conversion conditions in CBs issued by allocation of stockholders and a general practice delegate authority how to deal with the residual CBs for which the existing stockholders had not subscribed to a board of directors. For the prevention of abuse of CBs, this paper proposes solutions as follow;First proposal is that the purpose of the issuance of convertible bonds is limited to business purposes. It may be asked whether the requirement of business purposes is viable solutions, because of its abstraction. But, The purpose restriction is meaningful as a basis of regulating the unfair issuance of CBs. Second proposal is to impose fairness on conditions of unlisted corporation's CBs issued by allocation of stockholders. It seems that the imposition is overrestriction of stockholder's property. But it is not the case because they has the right of profit sharing. Finally, third proposal is to prohibit the general practice on the forfeited CBs, if the initial issuance of CBs have include a serious unfairness of conversion conditions as price, terms, rate and otherwise.