نشریه دانش و پژوهش حقوقی
سال یکم شماره 1 (بهار و تابستان 1391)

Majority rule has been a fundamental principle of corporate governance in the corporations and corporation laws of most countries including England and Iran. According to it, shareholders who hold the majority of the corporate shares will take collective decisions in joint stock companies and once taken such decisions will bind the company and every company member even those who were in the minority cam, disagreeing with the majority. Although principally shareholders are required to submit to resolutions adopted by a simple majority vote, this, however, does not follow that majority rule applies in every circumstance and on every issue. There are limitations in law that sensibly narrows the scope of applicability of the rule. In England, company law has put certain limitations on the scope of majority rule in order to address the possibility of abuse of rights by the majority. Such limitations can generally be classified into two categories. One concerns those imposed by the law, as every person, real or legal, is required to conform to the law. The other relates to those arising from the constitution, as it requires contracting parties to adhere their contract on the freedom of intention principle. In Iran, on the other hand, the company law has confirmed the majority rule, failing to determine its scope. This has caused the rule to be liable to abuse by the majority shareholders in Iranian Joint stock companies. By examining the scope of the majority rule in English companies, this paper seeks on the one hand to portray the field of application of the majority rule as between majority and minority shareholders in Iranian Joint stock companies and on the other hand to draw certain conclusions that can be extended in order to improve the Iranian company law on this matter.

Trafficking in persons is a form of organized crime which mostly victimizes women and children. They are persons who often deceived by perpetrators and victimized by traffickers. The victimization of persons trafficked often caused by several pathological factors especially gender and age.
According to a descriptive and analytical method, this research explores the contents of international instruments and the Iranian laws concerning the trafficking in women and children.
Gender and age are two main factors which play a key role in victimizations of persons trafficked. From a victimological perspective, such victimization requires a differential protection and support for these groups of victims. Accordingly, specific measures have been taken to protect these persons and adoption of the first protocol of Palermo Convention entitled the Protocol to Prevent, Suppress and Punish Trafficking in Persons, Especially Women and Children (15 Nov. 2000) is a significant effort to combat with trafficking in persons, especially to protect these victims. In Iran, the Combating Trafficking in Persons Act 2005 does not correspond with international standards including the Protocol 2000, and only aims to penal protection of such victims by criminalizing trafficking in persons.
Despite international efforts on the protection of the victims concerned, the Act 2005 does not seem to be sufficient to support the victims of trafficking in persons. To conclude, reviewing and reforming domestic laws to recognize international standards and provisions and incorporating them into national legal system, specifically, expanding the protective measures to other forms of support, other than penal form, seems to be necessary.

The right of self-defense for governments, who have been the victim of an armed attack, is well-based in international custom and treaty law. So far the terrorist attacks which are mostly committed by non-state actors, through international jurisdiction especially the Security Counsel resolutions could also be the reason for self-defense. Today the right of self-defense has been accepted in international law. Thus if the victim states of such terrorist attacks, in order to defend their territory and people, will be allowed to resort to force against the terrorist groups or supporting states. But If the victim state invoke self-defense for his attack to the terrorist's camp on the sole of other states, there is no doubt that the assessment of the legitimating of the defense should consider the the different characters of the attack an response. Considering the difference between the form and essence of the international wars (according to article 51 of the UN charter) and the terrorist attacks, the restudy of the well-known criteria of self-defense i.e. “ necessity” ,“ proportionality” and “Immediacy” in the self-defense against terrorist attacks is fully required.

Distinguishing the nature of assignment of incorporeal property, have important effects in Iranian Law. These Properties are two types. Intellectual and, other than incorporeal things. In relate to second group­­­­­ (as, tenancy right, share holders….) the assignment of them is disputed. From one view, The sale regulations could be enforced, the others rejects This and says these assignment should n' t regarded as sale but Only one contact accord with Article 10 of Iranian civil Act. The later resolution may be affirmed, Thus enforcement of sales regulations May be rejected.

Criminalization of the Abuse of the scientific symbols is an important step that legislative is taken in recent years. This issue is become a complex subject in our country, especially after interpellation of minister of the home Office in Aban 1388. With regards to extension of this issue, legal, social and cultural effects, parliament decided to pass this act in order to prevent and punish it. This new Act has some privileges and draws that are hope to promote in next amendments.This paper tries to explain emerging and aims of this Act, and analyses the Act in criminalization this phenomena, elements from one side and criminal/non criminal responses to this crime, from the other side.

In the process of criminal procedural, criminality proved pivotal role. Correct and legal manner to prove, is the characteristics of fair criminal trial. One of the legal ways to prove uses the legal circumstantial evidence in the criminal law. But this point should be noted that legal role of circumstantial evidence in criminal law is not limited to prove. In some cases use the legal circumstances will be to ensure a fair trial. In this direction explain of legal circumstances role in criminal law and criminal issues related are most important.