The Legal Attribute of the Medium-term Notes Under the Unification of the Legal System of Corporate Bonds
The medium-term notes which are issued and traded in the interbank bond market are essentially debt securities financing based on commercial credit,but they deviate from the application of the Securities Law(《证券法》),resulting in a split bond market and a non-uniform legal system of credit bonds.As the Company Law(《公司法》)has defined the unified connotation of"corporate bonds",it is necessary for us to include the medium-term notes into the statutory securities categories of"corporate bonds"and apply the Securities Law uniformly through purpose-based legal interpretation on the basis of the commonality of commercial credit debt financing and the goal of legal unification,so as to take the Securities Law as the basic law to equally protect investors and standardize market order,and promote the high-quality development of China's corporate bonds market.And then,we should resolve the institutional conflicts and convergence problems arising from the uniform application of the Securities law.First,we should define the issuance of the medium-term notes to all institutional investors as small public offering and retain the review and registration mechanism of NAFMII(中国银行间市场交易商协会)to continue market practice and promote good regulatory competition.Second,we should require banks to set up independent subsidiaries and grant them licenses,so that banks can qualify as bonds underwriters.Third,the interbank bond market can be considered as a national securities trading venue approved by the State Council,and its trading belongs to the inquiry trading in the over-the-counter,which is different from the exchange auction trading.Fourth,there is no substantial difference between the investor protection mechanism of the medium-term notes and corporate bonds,and their rules have become increasingly consistent.Fifth,the compensation liability for misrepresentation of the medium-term notes traded in the secondary market should apply to the general tort liability under the Civil Code(《民法典》),rather than the special tort liability under the Securities Law.
medium-term notelegal attributecorporate bondsapplication of the Securities Law
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