Supervisors info:
Γεώργιος Σωτηρόπουλος, Καθηγητής, Νομική Σχολή, ΕΚΠΑ
Summary:
The purpose of this thesis is to examine the issues arising within the limited company from the issuance of a convertible bond loan, its operation within other provisions of Greek company law, as well as capital market law. The first part of the paper attempts to delineate the concept of convertible bond loan in Greek law, as well as to explain its function in business financing. Moreover, the legal provisions would be meaningless if the economic functioning and the actual conduct of the parties involved in the market, whose interests the legal system is required to rule, were disregarded. The second part attempts to deepen the statutory ways of dealing with emerging problems in the development of the convertible bond loan, as well as to present the specific types of convertible bonds that played an important role in the trading practice.
The main peculiarities that characterize the type of loan under consideration are that the convertible bonds confer on their holder lender’s advantages and, as defined by the law and the terms of the loan program, simultaneously shareholder’s advantages. For this reason they belong to the category of hybrid financing instrument, as they are not purely equity neither foreign capital, since they combine capital and debt.
In addition, in order for a convertible bond holder to become a shareholder by exercising the contractual right to convert it, the issuing company will need to raise capital, so that the provisions for raising capital need to be reassessed. The right of preference, the interests of the holder of convertible bonds as a "potential shareholder" and the influence of the exercise of the conversion right on the status quo of the issuer and on the issuers rights under capital market law should also be examined. The operation of the convertible bond loan is therefore being investigated both in the light of the rules of law regarding the protection of the rights of the shareholders of the SA, its lenders, the maintenance of its capital and the arrangements for the trading of securities in the capital market.
Keywords:
convertible, bonds, loan, financing
