New York Laws
Article 5 - Corporate Finance
518 - Corporate Bonds.

(a) No corporation shall issue bonds except for money or other
property, tangible or intangible; labor or services actually received by
or performed for the corporation or for its benefit or in its formation
or reorganization; a binding obligation to pay the purchase price
thereof in cash or other property; a binding obligation to perform
services having an agreed value; or a combination thereof. In the
absence of fraud in the transaction, the judgment of the board as to the
value of the consideration received shall be conclusive.
(b) If a distribution of its own bonds is made by a corporation to
holders of any class or series of its outstanding shares, there shall be
concurrently transferred to the liabilities of the corporation in
respect of such bonds an amount of surplus equal to the principal amount
of, and any accrued interest on, such bonds. The amount of the surplus
so transferred shall be the consideration for the issue of such bonds.
(c) A corporation may, in its certificate of incorporation, confer
upon the holders of any bonds issued or to be issued by the corporation,
rights to inspect the corporate books and records and to vote in the
election of directors and on any other matters on which shareholders of
the corporation may vote.