Negotiability of Corporate Bonds

Abstract

There has smoldered for many years a question whether the Negotiable Instruments Law should apply to long term commercial paper-the bonds, debentures, equipment trust certificates and other instruments invented by an ingenious financial community. Not that any one doubts that such paper should be negotiable, for there has been no criticism of the decisions so holding, nor has there been much concern whether negotiability was reached under the Act or by common law recognition of custom. But when, as has happened several times in recent years, an instrument of this class has run afoul the statute and been held non-negotiable, a considerable flare-up has resulted. Heated statements have been made decrying the "stereotyping," "strait-jacketing" effect of the Act; it is said that the courts must be given room within which newly devised instruments may be recognized, and that bonds, being long term paper, are functionally different from notes, bills and checks-in fact, are traded in by different people. From this it has been somewhat hastily concluded that the Act should have no application to such paper. This, it is fair to say, has become the general opinion among writers on the subject.