جستجوی مقالات مرتبط با کلیدواژه « subsidiary » در نشریات گروه « فقه و حقوق »

Transactions related to real estate property are considered non-commercial in the commercial law approved in 1311; however, in Article 5 of the Law of purchase of Apartment approved in 1343, the legislator provides the possibility for companies subject to Article 20 of the commercial Law to build houses, apartments or place of business for sale or rent. There is a difference of opinion among jurists regarding the consideration of the matters mentioned in that article as commercial nature. Also, the group that considers the above activities to be commercial; In this regard, they do not agree whether those matters are included in Article 2, Clause 1 of the commercial Law or not. In French law, the purchase of real estate with the intention of sale is considered inherently commercial; unless the buyer proves that he meant to buy, build a building and sell it. Also, some companies are commercial by their form. Therefore, the purchase of real estate for the purpose of construction and sale, if it is done by them, is considered commercial.The current research is based on the fact that the items listed in Article 5 of the Law of purchase are commercial in nature and are added to the items listed in Article 2 of the commercial Law, and if they are carried out by natural persons, commercial activity has also taken place. Also, according to the analogy of priority, the purchase of real estate property with the intention of selling or renting is commercial nature. Contrary to the opinion of the commentators, the purchase of immovable property with the intention of selling and renting is also considered a commercial act, and this is achieved by the analogy of priority, and in the words of the legislator, it is hidden and not achieved by the analogy of the inferred. The stronger criterion of the ruling can be used in addition to the words of some commentators: in our law, the purchase of land or an existing building is for the purpose of building a new commercial building; but buying a building is not for commercial sale. Something that can be criticized; because the nature of recent transactions is closer to the nature of transactions regarding movable property that are considered commercial. Another thing that confirms the possibility of the analogy of priority is that in French law, the purchase of immovable property with the intention of sale is considered inherently commercial; unless the buyer proves that he meant to buy, construct a building and sell it (paragraph 2 of article 1-110. L). Now that the legislator, contrary to French law, has considered the purchase of land for the purpose of construction and sale as commercial according to Article 5 of the Law of Acquisition, it considers the purchase and sale of land as commercial in the first way.

In most legal systems, direct derivative claim has been accepted. The shareholder can thus sue on behalf of company against director, executive manager, inspector and even third parties that damaged the company. In Iranian law, the action is just possible in joint stock company and against director and executive manager. In multiple derivative claim, parent company’s shareholder can bring an action against the same persons in subsidiary or sub-subsidiary. Contrary to standard derivative claim, there is not consensus about multiple derivative claim in legal systems even among scholars. This advice was criticised on reasons such as separation of legal entity from its shareholders, separation of shareholder’s property from company’s property, the exceptional nature of derivative claim. Conversely, it has been accepted on the standing of parent company’s shareholder to file a lawsuit, meeting the interest, the necessity of external supervision on managing the corporate. It has been apparently aknowleged in English law and the shareholder is able to bring such an action. This mechanism has not been accepted in Iranian law, while it can play a role in inducing individuals to invest in companies and securing deterrence, so it deserve to foresee it in Iranian law.

In the law of commercial companies, the rule that a commercial company has a separate legal personality is a fundamental rule. The separation of the legal personality of the company from the partners and the limited liability of the partners towards the company's debt has caused the companies that are subject to the limited liability system of the partners to provide adequate cover for the high-risk and sometimes fraudulent activities of the partners. This issue endangers the property and assets of the company, but at the same time, the risk of such risks is externalized by the limited liability of the partners and imposed on the company's creditors. The rule of  piercing the corporate veil is a guarantee of fair execution, which causes the removal of the veil of legal personality of the company and the cancellation of the rule of limited liability of controlling partners and their direct responsibility towards creditors. The main question raised in this research is whether the independence of legal personality and limited liability Are partners of commercial companies absolute or not? Several hypotheses have been proposed to answer the question. The first hypothesis is the absolute independence of the legal personality of the company from the partners, and as a result, the limited liability of the partners for the debts and obligations of the company. The second hypothesis is the relative independence of the company's personality from the partners, which in certain cases involves holding the partners responsible for the survival of the company. It is one of the exceptional cases on the rules of legal personality independence and limited liability, and it will be more consistent with this hypothesis.

Developing transboundary business relations doubles the significance of changing the attitude towards the problem of transboundary bankruptcy, questions such as the impact of parent business companies' bankruptcy on companies under their coverage or possession, and vice versa are among the most important questions regarding the issue of transboundary bankruptcy of the multinational companies. The answers to the above-mentioned questions in the national arena have been formulated in the positive laws of each country, but they are still ambiguous regarding the international and transnational contexts. This research has tried to answer the above mentioned questions by descriptive and analytical review of the existing rules and regulations and procedures of the courts regarding the case of transboundary bankruptcy. At last, it was found that it is not possible to examine the effects of the bankruptcy of any company on another company without probing features of transboundary bankruptcy and business characteristics of the multinational corporation's activities. Therefore, features of transboundary bankruptcy have been designed and examined in three legal, economic and political areas.

According to the Eghtefar rule that has been adopted from jurisprudential texts, the non-conformity of the subsidiary and followed is the essential and undeniable principle. The rational rule describes the relationship between subsidiary (subordinate) and followed (origin). Thus, what is obligatory to be observed in followed, may not be necessary in subsidiary. One of the important and practical implications of the Eghtefar rule is the condonation of usury in contract functions. Hence, although conditions such as similarity and taking delivery and handing over in contract are necessary in followed, they will still be ignored if they are obeyed. Given that, some have believed the contractual penalty clause that is more excessive than the original amount of the contract to be usury and invalid. In this article, based on Eghtefar rule, this issue has been doubted. It is proved that contractual penalty clause is not usury and invalid.

Due to the role and importance of holding companies, today we are witnessing the growing expansion of these companies. Due to the special structure of these companies, their management and responsibilities in the laws need to be considered. Therefore, in this research, we examine what system governs the brotherhood and responsibility of holding companies in the law of Iran and France? This research has been descriptively-analytically analyzed.Findings and In Iranian law, in several cases, including paragraph 22 of Article 1 of the Securities Market Law, the Fourth Development Plan Law, paragraph 18 of Article 1 of the General Policy Implementation Law 44 and Article 266 of the new Commercial Code bill as described by the holding company Paid. In Iranian law, if we want to hold other subsidiaries, which operate under the management of a holding, liable for the liability of a subsidiary in addition to the holding, we can, in addition to relying on the jurisprudential rule "I am for the current grain". He also sought help from the wise institution. Under French law, it is not easy for the parent company to prove the fault if the subsidiary commits the fault. It can be argued that the parent company has the most open duty to care for itself, and as a result it is easier to accept responsibility for the harmful actions of the affiliated company.

A corporate group is emerged with a parent company and one or several subsidiaries that each of them has their own legal personality. Classic corporate law considers no differences between companies of group and other companies but modern law especially economic law under influence of economic thoughts considers the member of corporate group as united phenomenon. Legal unity of corporate group is called doctrine of group of companies or corporate group and in Iranian banking law as united beneficiary. In this article we studied the doctrine of doctrine of group of companies in banking law as one important branch of economic law.

Abstract: Victim is a person who sustains material or moral harm. Victimology seeks to find ways to improve the rights of the victim, and emphasizes the participation of the victim in the process of criminal justice. Although identification of the victim's right to compensation for the crime and the provision of material and spiritual needs in the criminal process has gradually become a major concern of the victim, Paying attention to the victim's comments and his hearin requests and hearing his/her comments g in the process of determining punishment and the manner of its implementation are controversial issues. An important question is that what is the limitations and scope of this right? Answering to this question in this article Will be analyze from the perspectives of victimization, and also relying upon the iranian’s rules and jurisprudence, jurisprudential foundations, and a comparative study of some ststes. In general, accepting the victim's right to determine the punishment and the manner of its implementation is relatively acceptable in some countries, including Iran. Althogh this right has some restrictions.

Condonation (Eghtefar) rule that has been mentioned in Islamic jurisprudence with various phrases is the part of the jurisprudential rules that between the Shiite and Sunni jurists considered as a known and accepted rule. This rule that its main base is the rationalists’ decision describes the relation between the subsidiary (subordinate) and followed (origin). So that what is obligatory its observance in followed, It may not be necessary in the subsidiary.
The condonation rule in different fields of jurisprudence and law, especially in the stipulations topic can be cited; because the stipulations are the subsidiary of the main contract and some things that are required its observance in contract (followed) can be ignored in stipulations (subsidiary). So, above-mentioned rule in some of the correctness conditions of stipulations including incontrovertible, knowing the subject matter and the legitimate cause condition and also in stipulations commandment can be applied. Therefore, the stipulations can easily void in lack of the correctness conditions, but it is not generalize to contract, it means that basically, stipulations nullity will not affected in contract.