جستجوی مقالات مرتبط با کلیدواژه "حقوق شرکت ها" در نشریات گروه "علوم انسانی"

Subordination of commercial companies to the rules and principles of corporate law confirms that the dominant of formalism in this area is a necessity for stakeholder, managers and supervisors activates and with considering the Jus Cogens norms in this field, the stakeholders can not withdraw their capital stock from the corporate unless in framework of laws and charter. Therefore, the domination of rules and charter principles may create some obstacles and challenges on stakeholders or managers. Respect to human codes and obligate to social responsibility is the examples of above mentioned challenges. In this line, the relationship between merchandising (business) companies and social responsibility concept is so important. Meanwhile the domination and scope of corporates laws is not inclusive and generally in confronting between stakeholder’s interests and respects to socially responsibility, corporates interests to be chosen. Absolutely, it doesn’t mean a deadlock for considering the social responsibility by corporates. There are two approaches for interpretation. Although corporate it in self-nature obeys rules to achieve profits but limiting them to the function of profitability creates ambiguities about accepting social responsibility. The ambiguities on social responsibility in corporates can be managed and removed by utilizing human and international standards along with rule of law, corporate governance and as well as conventional tools.

Shareholders’ claims for reflective loss, also called indirect claims, are a certain type of shareholder lawsuits in corporate law. Reflective losses are those damages incurred by shareholders of a company in the form of devaluation of their shares resulting from losses sustained by the corporate entity. Whether a shareholder is allowed to seek compensation for such devaluation by bringing a direct action against the wrongdoer is the main question this paper addresses. The article attempts to answer the question in light of corporate law and civil liability principles. In doing so, reflective loss claims are analyzed after a brief review of other types of shareholders’ claims and by reference to common law and civil law jurisprudence. The article also examines feasibility of such claims under Iranian law. The article also reviews the UK Supreme Court’s decision in Sevilleja dated 15 July 2020 as the latest judicial development concerning reflective loss. The article concludes that these damages are barred under major legal systems and also under Iranian law.

The need to consolidate expertise, different skills and even cooperation between fund providers and on the other hand the need of developing countries to transfer technology has led to the use of Joint Ventures as one of the methods of foreign indirect investment. Therefore, in order to take advantage of new investment opportunities, effective corporate governance rules should be used to strengthen investment, entrepreneurship, transparency and conflict resolution. This type of governance is seen at first glance as a commercial affair. However, since it is a regulatory process that pays great attention to the vital facilitating mechanisms of the company and to creating balance between various goals, and its non-observance leads to legal or criminal enforcement guarantee, it should be considered as a legal matter. Due to the limited research on this subject from the law perspective, the purpose of this study is to investigate the legal aspects and the governing theories with an emphasis on corporate Joint Venture, which due to its features such as limited activity and duration, lack of stability, risk and uncertainty, as well as competition between shareholders, require different and stronger corporate governance. This article in terms purpose is considered applied and in terms of research method is library-based.

Limited liability of shareholders of corporations is the primary principle of corporate law in most countries. Limited liability is however subject of debates by law and economic scholars. The research method applied in this research is theoretical analysis and the research approach is non-normative analyzing the possible solution without considering status que in search of most efficient solution. Limited liability is not efficient in terms of economic analysis of law, particularly in the context of company group, which is the main actor of the today’s world. The externalities created by abuse of company form exceed its benefits. Common law doctrine of veil piercing sets aside the veil of corporation and holding shareholders personally liable for company debts in case of abuses by shareholders or lack of observance of company formalities. This doctrine can modify the effect of the externalities and reduce moral hazard created by limitation of liability. Such theory or similar mechanisms, except with special regulations related to the tax and banking system, do not exist in Iran legal system. Therefore legislation in this regard is recommended.

In 1970s, a movement was shaped in the United States and later in the other parts of the world according to which board of directors of companies not only try to maximize the interests of shareholders, but also to take into account the interests of the others involving in the activities of the company (including manufacturers…). Soon, it was realized that such a stakeholder - oriented theory would not be practical and also enhances something known as "proxy costs". If we limit the activity of the board to increase the capital of shareholders, then this question needs to be raised whether, in the case of non-realization of this purpose by the board, the court may intervene and modify their decision for the interest of the shareholders. If the answer is yes, what is the scope of this intervention? The article also debate if this intervention is compatible with foundation and aims of the law of company.

Mutual funds are new financial institutions established following the enforcement of Securities Market Act and developed by the approval of The Law for Development of New Financial Instruments and Institutions. The advantages of mutual funds are clear to everyone. However, the popularity and public trust to these new financial institutions require the existence of appropriate protection mechanisms to protect the fund assets and investor’s rights. In this regard, one of the most challenging legal debates is the phenomenon of directors’ responsibilities. In Iran, there is no relevant specified statute. So in this article, I study the directors’ responsibilities in mutual funds in the United States and Britain and I will propose a legal framework for directors’ responsibilities in Iran according to the current national laws.

Company decisions are made in the general meetings, but managing of company depends on director's decisions. Therefore, identification of general meetings depends on identification of every organs and institutions that make decisions. So, the position of general meetings will be distinct in the system of company decision making. In this study we have endeavored to survey relations of general meetings and board of directors as well as identification of general meetings law in Iran and Great Britain. Finally, it seems we need to distinguish decision making by the managing group with an emphasis on the supervisory role of general meetings. In this situation, it is required to authorize the control and management of the company to board of directors unless a law or articles of association limit the board of directors and we can accept the influence of general meetings on board of directors only in the framework of extraordinary decisions.