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

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.

The special position of group of companies in international investment is undeniable. This notable position and their deep influence in international investment is such that group of companies plays a role equal to that of states in foreign investment. One of the most challenging discussions around group of companies is their nationality. There are serious disagreements as to whether the group of companies has legal personality and, consequently, nationality. Recognition or non-recognition of the legal personality and nationality of these groups has important and diverse legal implications that need to be examined carefully. These include the rights, obligations and responsibilities of the member companies vis-à-vis the parent company as well as the host country of the subsidiaries. Examining the law of Iran and France it is understood that group of companies lacks legal personality and nationality. In EU there is no unified regulations in this regard, but the case law of EU has taken a double approach toward the subject. This article introduces a pervasive framework for the assessment of the nationality of the group of companies and considers the controversial situation of some well-known company.

parent company often set up subsidiaries because of the variety of investments, the use of skilled and efficient managers, and the cost savings. In the corporate business group, the parent company may, by resorting to the principle of " Independence of the legal personality of the company ", escape from liability by exploiting the coverage of the legal personality of the subsidiary for its fraudulent purposes. Therefore, it is important to explain the responsibility of the parent company as an exception to the principle of the independence of the legal personality and to identify possible ways of abusing it. The mother company can exploit the subsidiary's legal personality coverage for such purposes as escape from religion, tax evasion, and unfair trading practices such as monopoly competition. Based on this assumption and in the vacuum of special regulations, based on the activity and potential misuse of the group of companies in Iranian law, one can, according to the existing jurisprudential and legal rules, including the rule of " qui sentit commomum sentire debet et onus; he who gains the advantages also must suffer the burden" The, " deceive”, “liability for ownership or control”, "vicarious liability" and " causing " were responsible for the parent's liability for damages to third parties. In order to prevent potential abusive uses, it is imperative to develop mandatory screening laws, reform of the laws and the tax system, and the establishment of regulatory mechanisms in the corporate group.

If two corporations are related and affiliated through management and economic circles, one is called the parent and the other is the subsidiary. This affiliation will, in most cases, result in the complete domination and control of the parent over the subsidiary and thus abuse its template. Now, given the acceptance of the principle of limited liability in corporate law, can the legal practices and actions created be attributed to the parent company as the controller of the legal relationship (between the subsidiary and third parties)? The US legal system, by resorting to the Alter Ego rule, has prevented such an abuse. The Alter Ego refers to the conditions that the courts exercise on the basis of Justice and Equity and thereby treat the parent company as the proprietor of the company or the real party to the benefit against good faith third parties. The basic conditions for applying this rule can be effective real ownership and control of the Alter Ego (the parent company) over the actions of the subsidiary, unity of interest and ownership between the two companies and unjustified actions of parent company. In the Iranian legal system, there is no explicit regulation in Trade Code in this regard. There is no specific solution in the case law as well. But it seems that by taking advantage of capacities of Imamiyah jurisprudence and domestic law such as The Swindle Rule, theRule of No Damage, the Theory of Agency, the Theory of Relative Independence of the Legal Personalityand other principles, this rule can be applied.

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.