Problems of Issuing and Offering Debentures for Social development of Business companies to the Public

Abstract

          The purpose of this thesis is to study the problem of issuing and offering social development debentures of corporate companies to the public. Which is a method of procuring or raising funds for a business company by issuing and offering debentures to the general public and with the objective of using the proceeds to invest or profit from activities that are beneficial to society, especially in accordance with the sustainable development goal of United Nations by comparing it with developed foreign legal principles. To suggest solutions to legal problems concerning the definition of bonds for social development, Registration form for offering bonds for social development, External Auditors and Roles of Bondholders' Representatives.
          From the study, It was found that there was no definition of social development bonds in the law. This results in a lack of clear understanding of the relevant sectors. There is uncertainty among business firms as to whether a particular project or activity is a social enterprise and is entitled to support from government policies. In addition, there is no clarity on the registration form for the offering of social development bonds, which must refer to international standards and standards of recognized foreign financial institutions in disclosing accurate and sufficient information to protect benefits of investors who are general public. In addition, the law does not define the role and requires business companies to have external auditors to supervise and to examine the issuance and offering of corporate social development bonds, and to examine the use of the proceeds from fundraising. Including good achievements for society. As a result, the public lacked confidence in the use of the proceeds from the issuance and offering of debentures that were truly in line with social development objectives. In particular, the objectives and management of funds and profits generated by social development projects or activities are determined at the outset during the issuance and offering of debentures. If there is a sudden fluctuation of events causing the project or social development business to be unable to continue its business, or if the business continues to operate, it can be foreseen that the project or business will suffer a loss. Until the money cannot be returned together with interest to investors who are the general public at the maturity of the debenture redemption How can the debenture holder's representative play a part in solving the aforementioned problems. The law does not yet have specific provisions for solving such problems.         
          The researcher therefore agrees that the law on the part of the Notification of the Capital Market Supervisory Board should be amended No.10/2556 Subject: Filing of Registration Statement for Offer for Sale of Debt Securities (Compilation) B.E.2556. That the definition of social development bonds covers all types of debt instruments as social development bonds. Which the meaning includes Debentures or bonds with indicators and goals for social development projects according to the United Nations guidelines. By focusing on the quality of life of the population which must be able to measure the quantitative effect of the population of beneficiaries under the project or any other projects as announced and announced. By the Capital Market Supervisory Board, The registration form for the sale of social development debentures must contain information disclosed. (1) Use of Proceeds. There must be dimensions of good results both in terms of the environment and society in parallel, by specifying the amount of money for social projects. People or groups of people who benefit as well as indicators of project success as well as projects that are expressly prohibited. (2) Process for project Evaluation and Selection. A person with expertise should be appointed as an external auditor to assess and select the project according to other standards or certification methods used for reference as well as regulations on the supervision of external auditors in accordance with international standards. (3) Management of Proceeds. Money tracking should be mentioned. Separation of funds spent on project management Balance Management and assign an auditor to create transparency and accountability (4) Reporting. To investors who are the general public for acknowledgment should cover various matters and channels for disclosure clearly. Including the case of important events that should be reported, such as the use of the remaining money for other activities as specified. Using the money received to use in activities outside the project, etc. In particular, it is required to have a person with expertise as an external auditor to consider and inspect the social development debenture offer form and the evaluation and selection of social development projects to supervise. Supervise and inspect about the management of the project or business from the beginning. It also gives an opportunity to change the purpose of using the proceeds from the fundraising, with the approval of bondholders' representatives and external auditors as well.