The rule in the US is that corporate bonds are “securities” and corporate loans are not. Bonds are subject to the securities laws and regulated by the US Securities and Exchange Commission, and if the issuer of a bond lies to a buyer then that’s securities fraud. Loans are not subject to securities laws, not regulated by the SEC, and lying about loans is probably some sort of fraud, but not securities fraud.
The traditional reason for this distinction is that bonds could be sold to mom-and-pop investors and traded on secondary markets, so you wanted good public securities-style disclosure about those bonds, while loans were made by banks which held them to maturity. Banks, the theory went, didn’t need the protections of securities laws, because they were banks. They were sophisticated lenders who knew their borrowers intimately and got much more information before making a loan than they would get from a bond prospectus. And loans were structurally less risky and volatile than bonds: They were secured by collateral, so they were safer than unsecured bonds, and the fact that they didn’t trade meant that lenders didn’t usually have big mark-to-market losses on their loans.1 Also, on the other side, bonds tended to be issued by big stable investment-grade companies that could afford to do securities-style disclosure, while banks would often lend money to smaller companies that couldn’t.
