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

Joint Venture, as a key contract in international partnerships, has several features that determine the way these elements are set on the scope of technology transfer. Despite the familiarity of our legal system with joint ventures, the legal basis of technology transfer has not yet been clarified and this issue has caused that, unlike countries like Egypt, it has been difficult to formulate a comprehensive and specific law for technology transfer or at least be delayed. The success of the technology transfer process in the joint venture depends on the size and quality of the support provided by the legislator. In this regard, governments implement support strategies along with restrictive policies, and they have implemented several legal protections such as guaranteeing technology, non-discrimination, transferring the principle and profit of technology, avoiding double taxation, freedom in the form of capital transfer involving knowledge, accepting out-of-court dispute settlement, and sometimes even reducing import tariffs and equipment; A case that has not been seriously considered in the laws related to investment. Our legal system, apart from the Investment Promotion Law and Article 107 of the Fifth Development Plan Law, does not have a codified provision for organizing the transfer of technology either through a joint investment channel or transfer in the form of a special contract. Regarding the facilitating and encouraging effect of Article 107, it should be said that its interpretation brevity and ambiguities have prevented the article from playing such a role. In terms of jurisprudential foundations, the rule of negation of mustache, the principle of Islamic dignity, the necessity of gaining economic independence, and the generality of the permissibility of trading with foreigners, the rule of negation of harm and the rule of commitment, can be proposed as general bases in justifying the transfer of technology. And in terms of special foundations, the ownership of technical knowledge, the right to learn, the unity of the criteria inferred from the permissibility of mudarabah and farming with a foreigner, the non-exclusivity of the contract to specific contracts, the principle of the validity and capacity of the partnership contract in jurisprudence, the contract of make order can be cited in this regard, except in exceptional cases, the taste of Sharia and jurisprudence implies the permissibility and even the necessity of technology transfer. On the other hand, the limits and limitations of technology transfer are subject to the will of the parties, but the legislator can set limits on the transfer of technology in Joint Ventures based on expediency. Joint Venture includes obligations, among which are the condition of technology transfer, technology owner's commitment to training, submission of documents and disclosure of technical secrets to the partner, special conditions of Joint Venture, whose scope and quality have a significant impact on knowledge transfer. Therefore, considering the importance of the subject, in this article, an attempt was made to analyze and evaluate the jurisprudential bases and effective contractual conditions of Joint Venture in technology transfer in detail.

The criminal liability of a trading company has its ups and downs from the time it is recognized as a legal entity until its death and final dissolution, which must be considered; The findings of this study show that criminal liability for participation is about to be established and will not be established in the Companies Registration Office before its registration. Also, the criminal liability of companies during their economic life will vary depending on whether they are involved in the process of merger, dissolution and transformation. Multilateral mergers and general disintegrations, depending on the case, are among the reasons for the termination of criminal liability. However, the transformation of one company into another, despite the transformation in the body, does not affect criminal liability. The revival of the company is also one of the causes of the decline of criminal responsibility. Criminal liability of legal persons is the intersection of the foundations of civil law, administrative law, criminal law and corporate law. In fact, the concept of criminal liability of a legal person is at the crossroads of legal sciences, and neglecting any of them can have harmful effects and mislead the judiciary through justice.

Joint venture, as an optimal legal arrangement for business in the group, has always been the focus of attention of investors. Because Joint Venture is more than a subject-matter contract, it's in fact a legal model and technique for allocating costs and reducing risk in an investment. Since in our legal system this type of contract has no specific place in the laws, the legislator tried to overcome this problem in the 5th development plan, with the provision of article 107 and the identification of the economic group with common interests. At the first look, it seems that this new article creats no new entetity and it just provides more limitations and restrictions to maintain the interests of third parties in forming a group, but after paying more attention, it can be seen that the legislator identified a new economic group with common interests as a new entetity. The most important subject that shall attract the attention of parties of a joint venture, even in time of initial negotiations and prior to forming joint venture, shall be the limits of responsibilities of each party against each other and also against third parties. In joint venture contracts, normally an article shall be dedicated to this subject and the limits of responsibilities of partners against each other and also third parties shall be determined. However, in some cases the contract has no article in this regard. In this case, the limit of responsibilities of partners shall be determined based on the laws in location of forming the joint venture. Therefore, it seems that in accordance with Article 403 of the Trade Code and the principle of relative responsibility, if the governing law of the contract is the laws of Islamic Republic of Iran, the responsibility of partners against each other and also against third parties shall be relative responsibility.

Many studies have been done on the nature of bank deposit, which have often considered current account as loan agreement and long-term and short-term account as proxy agreement. Also thereare some theories that considered long-term and short-term saving account as trust or deposit agreement and sometimes jointventure agreement and sometimes indefinite contracts. However, since Non-usury Operation Act 1983 and its Reform Plan 2015 both imply that saving accounts are proxy agreement, it seems that the theory of proxy agreement is to dominate the discourse. On the other hand, the Article 559 Civil Code of Iran indicates that joint-venture agreement regulations rule saving and current accounts. It seems that the dominating proxy theory has opted for the least suitable legal framework for the long-term saving account as the Civil Code has preferred joint-venture agreement to proxy agreement among nominal contracts. The proxy theory is mostly propagated by economists in order to avoid the usury issue. Therefore, there is a need to not only criticize the proxy theory and prove its incompatibility with long-term saving accounts but also suggest an alternative theory and a legal framework for saving accounts. The experience on Insurance Agreements and Labor Act in Iran law making shows that there is a potential for creating a particular nominal contract within a particular Act out of the legal framework of Civil Code and jurisprudence (Fiqh) which is in accordance with modern and industrial society. Of course, elaborating on this particular nominal contract and the details of its regulations needs to be discussed in another study. As a result, the present study concentrates on criticizing the proxy theory and examining the potential alternatives which can substitute this theory, concluding that the particular nominal contract is preferable to all the other alternatives.

Our country''s legislator in 2010 by pursuing the developed countries، in the form of Article 107 of the Fifth Development Scheme Act of Islamic Republic of Iran، provided the formation ground of economic-legal institution، “Economic Interest Group”، for joint economic and trading activities. The authors، while criticizing the placement of the mentioned article and defective statute in the Fifth Scheme Act، which is a temporary act، having pointed out the history of the Economic Interest Group، the necessity for its inclusion and comparing it with similar institutions as well، have analyzed the above article merely in terms of the requirements of forming Group، as well as the European Union’s procedure regarding The economic interest groups، and have put forward their perspective along with suggestions. This institution has almost the same function of “joint venture” without legal entity. However، it could also be different from “joint venture” concerning the liability of members against third-parties. There are also differences between the mentioned institution with consortium (Companies Union). Formation of Economic Interest Group is allowed and carried out for the purposes of trading and non-profitable activities with conforming to the Islamic rules and the principles of Harm Prohibition and Monopoly Prevention. The contract formation must be written having limited duration and registered in the Companies Registration Organization. There has been no any enforcement stipulated in Article 107 for failure to registering the Economic Interest Group’s contract formation in the Companies Registration Organization.

The importance and the necessity of huge investments in oil section، legal and financial frameworks adjusting the relationship between great investor companies and oil countries have long been important issues. The history of oil investment from colonial period endeavors to investigate the general frameworks defining the relationship between governments receiving the investment and companies. Also، it shows the evolution of upstream contracts in the last 100 years. Furthermore، the study points to the fact that، unlike what is commonly assumed، the evolution of legal frameworks in oil contracts is more a product of specific objective conditions in oil fields rather than a result of political changes. Moreover، general legal frameworks play a trivial role in adjusting the financial structure of the contracts.

Today, technology and access to it, one of necessities and basic indicators ofeconomic development is and this is why it is one of the major topics tradeInternational trade has become. The successful transfer of technologyrequires an understanding of industry goals, resources, technology,innovation and the transmission, transfer methods, factors affecting, how torecruit and how to develop it. Technology transfer agreements due to thescope and complexity of the topic and the different conditions in suchcontracts is expected, are special features. Technology transfer is necessaryfor the conventional patterns different methods of technology transfercontracts were identified and evaluated. Technology transfer agreements,contracts and diverse, including licensing, buyback contracts, contracts andpartnership agreements covers. The contract is a framework, each contractorpatterns with regard to the characteristics and specific circumstances of theparties, may have advantages over other models.