Missbrauchsgefahren durch opponierende Anleihegläubiger nach dem neuen Schuldverschreibungsgesetz
Abstract
The new German Bond Act sets a legal framework for the restructuring of corporate bonds. It grants the possibility to amend the terms of the bonds by a decision taken by a qualified majority of the bondholders, which is binding upon all bondholders. The opponent bondholders are granted the right to file an action for annulment, a concept well known from the German Stock Corporation Act.
With special regard to the legal structure of the annulment action and to the particularities of the restructuring situation, the author analyses the danger of the phenomenon of "predatory" bondholders abusing their right to file an action for their personal enrichment. The author concludes that the current legal framework is not deterrent - if not even supportive - against abusive behaviour by minority bondholders and thus endangers issuer's turnaround efforts in a situation of crisis.
Zusammenfassung
The new German Bond Act sets a legal framework for the restructuring of corporate bonds. It grants the possibility to amend the terms of the bonds by a decision taken by a qualified majority of the bondholders, which is binding upon all bondholders. The opponent bondholders are granted the right to file an action for annulment, a concept well known from the German Stock Corporation Act.
With special regard to the legal structure of the annulment action and to the particularities of the restructuring situation, the author analyses the danger of the phenomenon of "predatory" bondholders abusing their right to file an action for their personal enrichment. The author concludes that the current legal framework is not deterrent - if not even supportive - against abusive behaviour by minority bondholders and thus endangers issuer's turnaround efforts in a situation of crisis.
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