Правовое регулирование оборота облигаций в Республике Армения

Securites market is one of the fastest growing parts of the economy, inside which bonds market has its essential role. Bonds market has been growing in Armenia in recent years. The volume of tradable bonds in exchange market in 2015 was four times larger compared to 2010. Nowadays there are traded even asset-backed securities and eurobonds. Such rapid developments are not inline with the regulations and research in the field.
This work discusses the notion of the bonds and stresses that in addition to the property rights given by the legislation of RA, the owners of bonds should have non-property rights as well. The relationships emerging from bonds are loan relationships by their nature and the author suggests that the relationships between the bondholder and the issuer should be regulated by the rules of the loan, if other special regulation is not settled for bonds by legislation or by the conditions of bond issuance. This work also analyses the characteristics of bonds as a security, the main types of bonds and the ones traded in Armenian markets. The author discusses the connections between certificated and uncertificated bonds and argues that uncertificated bonds should be treated as a property, hence regulated by the legislation of material property rights.
This work also discusses the question about who can issue bonds in Armenia and reveals the shortcomings in the legislation. The author comes to the conclusion that the right to issue bonds can be given only to the central government, legal entities and municipalities.
The work analyses the bond prospectus and the legal framework of compensation of damage when misstatement in prospectus occurs. The work also discusses the gaps in the legislation of Armenia concerning misstatement of prospectus and offers to change some of its provisions. In particular, the work suggests changes in the substantive law, so that the proof of the causal relation between damage and the action should be done by the defendant, not the plaintiff as it is done today.
The author examines the notion of bond circulation and suggests that under the term circulation one should mean the distribution, the change of future owners, as well as all the contracts associated with the bond throughout its lifetime, even those not implying any change of the owner, but changing the current legal status of the bond.
The work analyses also asset securitization and the essence of asset-backed securities, their implied notion and the potential applications in Armenian market. The work suggests number of juridical changes that will help overcome current obstacles in the legislation and support the development of this kind of securities in Armenia. In particular, the work discusses the process of transferring the assets and suggests that the process contains the transfer of the debt along assigning of a claim. In particular, the work suggests that part 1 of Article 406 of Civil Code of the Republic of Armenia under which the debtor can transfer its debt to another person only with the consent of the creditor should also consider securitizations case as an exemption.
 The transfer of the assets also assumes the transfer of the rights securing performance of the obligation. The author suggests that the registration of the pool of assets in the Central bank of RA should be sufficient and there is no need for additional state registration of rights ensuring the fulfillment of the obligations.
 The work analyses the notion of “covered mortgage bonds”, the details about their issuance and circulation. In particular, it is proposed to change the notion of additional assets and define it in a way that every asset satisfying the criteria of main assets described in the Law on Covered mortgage bonds can be considered as an additional asset. Only in that case additional assets will serve their main purpose and provide over-collateralisation function. The work analyses dual recourse mechanism which has international application and is inline with the regulations of RA. The author therefore suggests changing some provisions of the Law on Covered mortgage bonds of RA. For example, the work suggests implementing the principle of payment obligations attached to the covered bonds without any acceleration.
The fundamental standpoints of the thesis have been reflected in the scientific articles published by the author and were discussed at the meetings of the Chair of Civil Law of Yerevan State University.

Read more