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Article
Reforming the Unbargained Contract: Avoiding Bondholder Claims for Surprise Par Calls
The Business Lawyer
  • Robert S. Blanc
  • Randy D. Gordon, Texas A&M University School of Law
Document Type
Article
Publication Date
11-1999
ISSN
0007-6899
Abstract

Until the last couple of decades, interest rates remained relatively stable, thus providing little incentive for corporate borrowers to seek novel ways of redeeming purportedly non-callable bonds at par. But with the advent of junk bonds and periods of great interest rate volatility, issuers have been provided with powerful incentives to explore the relatively uncharted waters of par calls. This Article examines the authority for and legality of such par calls and ultimately proposes a redefinition of the issuer-bondholder relationship. This redefinition accounts for the realities of the marketplace and should lead a return to more settled expectations in both issuer and investor camps. Along the way, the redefinition suggests a principled framework within which to litigate disputes when they arise, without resort to artificial constructs based on bargaining that does not actually take place or unsatisfactory "contort" theories.

Num Pages
33
Publisher
American Bar Association
File Type
PDF
Citation Information
Robert S. Blanc and Randy D. Gordon. "Reforming the Unbargained Contract: Avoiding Bondholder Claims for Surprise Par Calls" The Business Lawyer Vol. 55 Iss. 1 (1999) p. 317 - 349
Available at: http://works.bepress.com/randy_gordon/29/