The article is devoted to identifying the most effective approach to ensure the realization by bondholders of their rights in relations with the issuer under a bond agreement on the example of models developed in theory and implemented in practice, and analysis of the differences in the current legal regulation of this matter in the framework of Russian and foreign legislation. The purpose of the study is to compare approaches to regulating the methods of securing bondholders’ rights developed in doctrine and implemented in various legal systems (Europe, USA, and Russia) and to justify the effectiveness of the approach to securing bondholders’ rights using the institution of a trustee. In this regard, the objectives of the study are as follows: first, to analyze the approaches to ensuring the rights of bondholders developed in doctrine and implemented in practice, characterize their advantages and disadvantages; second, to determine the criteria for the most effective approach for regulating the methods of ensuring the rights of bondholders; and, third, to study the current regulation of the institution of bondholders’ representatives (trustees) in foreign legal systems where it was first established by law, compare it with the model for protecting bondholders’ rights implemented in Russia, and determine the effectiveness of the approach chosen by the legislator for the purpose of protecting bondholders’ rights. Research methods: functional legal method, normative method, comparative method, theoretical legal method, axiological method and others. Conclusions: based on the conducted research, the author concludes that conceptually two models of securing the rights of bondholders, individual and collective, exist in doctrine and in practice. At the same time, the analysis of foreign and Russian sources shows a gradual shift by legislators away from a model of individual exercise of bondholders’ rights in favor of the model of collective exercise of such rights. Further, within the framework of the “collective” model, the author distinguishes Anglo‑American and continental legal approaches, the differences of which are based on different attitudes to the position of bondholders and the role of their representative in relations with the issuer. In addition to the models already described, the paper proposes alternative approaches to ensuring the rights of bondholders. Taking into account the advantages and disadvantages of all the options studied herein, the author concludes that the institute of the bondholders’ representative is effective for the purposes of protecting the rights of investors, provided that the legislator resolves a number of contradictions inherent in the current regulation of this institute.
Elizaveta Sukhovetskaya (Wed,) studied this question.