The Right to vote of the Company's Creditors:A legal- Economic Analysis

The right to vote is one of the most important issues in company law. It is the mechanism of voting through which many decisions on company’s daily affairs or on many issues in respect of which there is no provision in the constitution of the company are made. Therefore, the right to vote has been long considered as a mechanism for governing and conducting a company by its owners. For its importance in the life of the company, the right of vote has come to be noticed by the creditors of debtor companies and, as a result, has found a new function. Consequently, the question whether or not giving the right of vote to the creditors of debtor companies can be justified has been raised in the context of the company law. Since some jurisdictions have recognized such a right for the creditors, this article seeks to discuss possibility or non-possibility of giving such a right in Iranian legal system from the viewpoints of general principles of obligations and efficiency. For this purpose, the article shall, after a legal and economic analysis of the right to vote and investigating the necessity or non-necessity between the right to vote and shareholdering, raise some legal challenges confronted by such recognition in Iranian positive law and finally shall conclude.