상법상 사채관리제도의 개정동향과 향후 입법과제

In 2011, the Korean National Assembly amended Commercial Code to revise regulations related to corporate bond, which is to promote the convenience of corporation’s financing and the protection for bondholders. However, despite of the amendment, the investors protection systems do not work well as Korean bond markets have been polarized to put a damper on issuance of bonds. In review of several financial cases in Korean litigation, Bond Administration Companies could never play roles in protecting bond investors only to cause the contraction of the issue markets for bond, the flexure to outstanding enterprises and only to deepen the unequal issuance of bond. Bond Administration Companies originated in U.S., I think, have passively performed the tasks for protecting investors to generate more heat than light in Korea. In order to solve these problems, I think the rights and duties of bond administration company should be reestablished. First, the discretionary power of bond administration company should be reinforced to properly make use of its authority. Second, employing bond administration company should be forced and then specific criteria as to the conflict of interests between issuing company and bond administration company need to be regulated. Third, we need to set up the human and physical organization standards of bond administration company. Finally, in making bond administration contract, we need to expand the range of financial covenant and also to provide the compulsory bond administration contract, details of the contract therefrom.