Hybrid Issuance Regimes for Corporate Bonds in Emerging Market Countries : Analysis, Impact and Policy Choices

Loladze, Tamar

World Bank, Washington, DC

关键词: ANTIFRAUD PROTECTIONS;    BOND ISSUANCE;    BOND MARKET;    CORPORATE BONDS;    EMERGING MARKETS;   

DOI  :  10.1596/1813-9450-7351
RP-ID  :  WPS7351

学科分类：社会科学、人文和艺术（综合）

来源: World Bank Open Knowledge Repository

【 摘 要 】

Securities regulators in many developingcountries are looking for ways to help grow theirnongovernment bond markets to finance development. A commonchallenge is onerous regulations for issuance of bonds,which tend to discourage companies from coming to market.This paper explains and analyzes an issuance framework—ahybrid offer regime (HBOR)—that is particularly suitable forbonds and could help encourage greater issuance and marketgrowth. The HBOR reduces issuance requirements and approvaltimes for bond issuers but maintains certain protections toensure investor comfort. While certain aspects of this typeof issuance have been covered in literature on privateplacements, the review of hybrid offer regimes, as discussedin this paper, is new and has been evaluated by the WBG.Drawing on the experience of eight countries, the paperidentifies key features of HBORs and highlights importantissues for policymakers to consider in their implementation.The findings conclude that the most salient features ofHBORs are: i) investment limited to qualified investors,usually institutional and/or high net worth; ii) reducedinitial and ongoing disclosures, including exemption from afull prospectus; iii) limited role of the regulator, if any,in the approval process; iv) unrestricted access tosecondary market trading for eligible investors; and v)continued provision of antifraud protections againstfalse/misleading statements in disclosures. The paper alsolooks at issuance trends in three countries and finds thatthe HBOR may have had a positive impact on encouraging new,less established issuers to come to the bond market.