N.Y. BSC Law § 518

§ 518. Corporate bonds.\n (a) No corporation shall issue bonds except for money or other\nproperty, tangible or intangible; labor or services actually received by\nor performed for the corporation or for its benefit or in its formation\nor reorganization; a binding obligation to pay the purchase price\nthereof in cash or other property; a binding obligation to perform\nservices having an agreed value; or a combination thereof. In the\nabsence of fraud in the transaction, the judgment of the board as to the\nvalue of the consideration received shall be conclusive.\n (b) If a distribution of its own bonds is made by a corporation to\nholders of any class or series of its outstanding shares, there shall be\nconcurrently transferred to the liabilities of the corporation in\nrespect of such bonds an amount of surplus equal to the principal amount\nof, and any accrued interest on, such bonds. The amount of the surplus\nso transferred shall be the consideration for the issue of such bonds.\n (c) A corporation may, in its certificate of incorporation, confer\nupon the holders of any bonds issued or to be issued by the corporation,\nrights to inspect the corporate books and records and to vote in the\nelection of directors and on any other matters on which shareholders of\nthe corporation may vote.\n