关键词: 持有人会议; 决议效力; 组织型契约; 决议瑕疵

Abstract: The bondholders' meeting is formed by an interwoven tripartite contract， in which all creditors exercise their rights together according to the logic of the agreement. However， due to the weakness of the contract rules in the face of its organizational problems， it has many difficulties in interpreting the validity of the resolution of the bondholders' meeting， remedy of defects， and implied consequences， which need to be solved urgently. The specific solutions to the problem are as follows. The binding force of the resolution of the bondholders' meeting should be made clear by law to avoid complicated interpretation from the perspective of contract and agreement. The method and procedure of defect relief decided by the bondholders' meeting need to be detailed by law， and the default relief mode under the logic of agreement should be abandoned. The scope of the discussion of the bondholders' meeting should be legal， and the priority effect of the resolution of the bondholders' meeting should be made clear under this scope， so as to protect the practical significance of the bondholders' meeting system. In essence， the transition from contract to organization must be supported by the corresponding organizational rules. The bondholders' meeting is only one perspective to demonstrate this problem， and its mechanism can be applied to similar mechanisms by analogy.

Key words: bondholders' meeting; validity of the resolution; organizational contract; defects in the resolution