The shareholders of a company entrust the day-to-day management of the company to a group of managers. In order to maintain the value of their shares and their right to receive dividends, shareholders maintain certain tools to influence the shares. They are usually influenced by expressing their opinions and obtaining votes in the general meetings of shareholders. However, there are other tools of influence, one of which is derivative litigation. This is a lawsuit filed against the directors by the minority shareholders on behalf of the company. In cases where the company has suffered damages due to the manager's misconduct, the company has the right to take action against the manager, but is usually reluctant to do so. Derivative litigation enables shareholders to take legal action against delinquent managers.Common law, Roman Germanic systems and Iran have adopted different approaches to protect minority shareholders. But the common law system acted more flexible and more complete in this case. Implementation of the common law rules in the Roman Germanic countries demand some conditions that must be included in Roman Germanic law. The gradual process of regulatory reform in Iran, the possibility of litigation derived expanded and some of the rules and regulations need to be revised again. This article offers a comparative approach to the legislator.

Accusation, as the main stage of the criminal process, which can be considered as the gateway to criminal justice, is affected by criminal justice systems in such a way that, contrary to most beliefs, that the indicators of accusation are the same in all legal systems, its indicators according to the systems and processes Criminal justice is different, and as a result, this influence plays an important role in the beginning and subsequent stages of the criminal process. The current research, which was compiled with descriptive-analytical method after examining the criminal justice systems and processes, has concluded: the indicators of objection to the accusation are different according to the system and the governing process of the proceedings, so that in the Roman-Germanic system, the prosecutor has no role in the objection stage. There is no charge and he must proceed with it, while in the common law system, the prosecutor can refuse to charge in some cases. In the control-oriented criminal justice process, any reaction against order and security is faced with an accusation, while in the dignity-oriented process, the accusation is based on the sufficiency of evidence system and is introduced with caution and considering the prevailing suspicion of committing a crime. Finally, in the combined process, in crimes with private status, accusations are presented with the same indicators as in the dignity-oriented process, and in crimes with public status, including crimes against sovereignty, the indicators of accusations are similar to the control-oriented process. The approach of Iran's criminal justice system in this regard is such that the prosecutor has no authority in the accusation stage and must initiate the criminal process, and in the end, the accusation in Iranian law is considered to be in line with the indicators of the control system to a large extent.

While the exceptions to the author's economical rights are one of the accepted issues in all legal systems and are established with the aim of public interests in the legal system, the application of these exceptions and limitations to the author's moral rights is doubtful. This is despite the fact that the scope of moral rights is very wide, especially in the countries of the Roman-Germanic system, and it can be abused. In the meantime, the doctrine of fair use is one of the most important doctrines regulating copyright, which can be proposed in many intellectual property rights issues due to its wide scope. The question of this research is how moral rights are analyzed and interpreted with regard to the aforementioned doctrine. For this purpose, this article uses an analytical-descriptive method and a comparative study of the legal systems of America, is trying to address the fundamentals of limiting the author's moral rights and the possibility of applying this doctrine to the author's moral rights. And at the end it is concluded; although this theory is referred to as a flexible concept, it should be kept in mind that it will not be appropriate and possible to apply it in every legal system; Although it is possible to benefit from its flexibility regarding policymaking in the field of exceptions and limitations of authors' rights, especially in the field of new and up-to-date technologies and contemporary artistic trends

The purpose of the current research was the historical course of ceremonial sale in Iran. Formalism, although partial, has always existed in different societies. The formation of contracts in ancient societies, for various reasons, was dependent on the observance of certain rituals, and not observing the prescribed rituals led to the invalidity of the contract. At that time, the position of the form was so much against the inner will of individuals that, for example, in the ancient laws of Rome, there was a phenomenon called single legal acts. This means that legal acts were completely independent from the will of individuals and in the formation of legal acts, there was an absolute government. Therefore, if the parties had the intention of selling and mistakenly used the words of gift, their action would be described as gift and it would not be possible to prove otherwise. In connection with the evolution of consent or the formality of contracts in Iranian law, it has been said that consent means freedom of contract in two ways, the first one comes from our traditional and jurisprudential system. In these articles, the will must be expressed in the form of "condition" or "contract" and the concluded contract will be titled. The second category of materials are the materials that entered Iran's law from the Roman-Germanic system.

Equity, for resolving disputes by a judge or an arbitrator, is sometimes used as a general principle of law ("equity") and sometimes as the high moral principles that can put aside the law ("ex aequo et bono"). A part from the practical effects of distinction between these concepts, it is settled that they are different from each other in several aspects. The origin of equity, in its present sense, dates back in national laws to the Roman Germanic system of law to 1625, on the basis of the Aristotle's thoughts in this regard, and in international law to 1920. Equitable solution, on the basis of ex aequo et bono relates, in domestic law, under the influence of Uncitral Arbitration Rules, to 1976 and, in international law, to 1920. Equity is usually a legal norm which, in decision making, is taken into consideration as a part of law. While the nature of ex aequo et bono is a judicial discretion on the basis of which the judge, disregarding the law, decides about the matter. There is often no need to the consent of disputing parties regarding equity, but use of ex aequo et bono, in any case, requires the consent of the parties. Equity in the law of Iran, except within the context of Art.27 (3) of the International Commercial Arbitration Act, has been used as a general principle of law, often implicitly, in the law and legal precedents

One of the most important issues in synallagmatic contracts is the liability in contractual consideration. All legal systems have faced this problem and have proposed rules to solve it. In Islamic law, this is referred to as “Exchange Liability". But in French Law, it is known as the "theory of cause", which is the most important concept in contract law. The purpose of this study is a comparative study of the concept, basis, and nature of "Exchange Liability" and "theory of cause". This will be done in a descriptive, comparative, and analytical method. According to the findings of this study, Exchange Liability is a kind of “voluntary liability” whether it is the result of a valid or invalid contract. And the theory of cause has a similar role in civil law. Despite the similarities between these two theories, there are also differences, especially in terms of territory.One of the uses of liability in contractual relations is the “exchange liability”. The delivery of the exchange in exchange contracts is not achieved once the contract is concluded, but it is a mutual obligation that each of the parties undertakes to fulfill by concluding the contract. Even though there are many branches and examples of the exchange liability in Iranian law and the exchange liability has been recognized in a broad sense; however, in Iran's legal sources, this type of liability is referred to as "compensatory liability"; in connection with the discussion of Article 387 C.C. In jurisprudential sources, it is described as "exchange liability". Although there are various theories in the legal systems such as "Cause", "Consideration" and "exchange liability" to create and adjust the balance between the exchange parties in a reciprocal contract, they all have a common goal and to some extent a meaning.Liability for the contractual exchange is mentioned in all reciprocal contracts and exists in the stage of the execution of the contract even in the assumption of loss of exchange and cancellation or liquidation of the contract. with the implementation of its effects, it means delivering exchange or its substitute, will be expired. Lawyers in the Roman-Germanic system have proposed the "theory of cause" to determine a standard as a basic element in the validity of contracts and as proof of the seriousness and commitment of the parties to their obligations.  The main question of this study is: what is the relationship between “exchange liability" in Islamic and Iranian law and the "theory of cause" in the Germanic Roman system?This research shows that to create and maintain balance and justice in reciprocal contracts, the Islamic law has provided “exchange liability". The concept of “exchange liability" is the responsibility for the contractual exchange, and the concept of the “theory of cause” is to express the necessity of the existence of a cause for the contract from its creation to its execution. The emphasis of the “theory of cause” is more on the existence of the legal act, while the emphasis of the “exchange liability" is more on the nature of the reciprocal contract and the guarantee of the performance of the tasks contained in it. From the point of view of the content of the “exchange liability", it is a mandatory rule, and it is not considered a financial right. The “cause” is also independent and separate from the character of the contracting party, and it is the same for every type of contract and is related to its legal structure. "Cause" is a real and logical truth, which is impossible to ignore. Both concepts have a similar basis, including being rational and establishing a balance between the parties, and preventing the loss of the parties. However, the domain of the “cause theory” is beyond the domain of “exchange liability", because it includes non-reciprocal contracts and even events. But from another point of view, the “exchange liability" has a wider scope. Because in principle, the existence and manner of creation, the necessity, and manner of execution of the contract, in the assumption of loss of exchange, annulment or liquidation of the reciprocal contract, in the assumption of non-execution of the contract and the emergence of contractual liability, and the manner of implementation of the effects of this liability and the number of compensable damages, have an effective presence.

Obligations and the discussion of fulfillment or violation of it is a moral issue that is our daily moral life and an important part of law science. For this reason, it is necessary and important to pay attention to the conditions and rulings of transfer of obligation, the ethical standards governing it to know the laws and regulations in this field. This issue is done by the legal review of the obligation, which is a recognized institution. In the systems subordinate to the Roman Germanic system, the obligation is theoretically written, in Islamic law, when writing the civil law, article 230 was adapted from article 1152 of the French civil code, and despite the fact that the French civil law, in order to correct and improve this The institution has been amended many times, Article 230 of the Civil Code, which is the only article about the obligation, has not changed since then, and in this sense, its nature and moral effects are still in an aura of ambiguity. It should be noted. In Iranian law, judicial fines and punitive clauses have not been much studied by jurists; therefore, sometimes, out of tolerance, punitive clauses and punitive clauses have been used interchangeably. The transfer of obligation can be considered based on moral principles and good morality, the most important of which is the issue of compensation based on satisfaction. In this theory, the beneficiary's participation in the transfer of the obligation is accepted, and finally, the reciprocity of the transfer is taken into account in special cases. In English law, while drawing a decisive boundary between these two entities, the obligation, acceptance and penal clauses (penalty) have been declared invalid and only the right to demand actual damages has been considered for conditional clauses. Penal clauses in English law are meant as one Among the types of contractual fines are terms whose main purpose is to prevent the obligee from breaching the contract, not to determine damages and compensate them in advance, although it may also have the aspect of compensating damages, according to the studies conducted, English law allows penal terms. It does not know enforcement and the most obvious reason for this opposition is that people cannot punish each other, in other words, common law considers penal clauses to be invalid and penal clauses are valid only in case of breach of contract. Therefore, when the contract is terminated prematurely, the rules of criminal fines are not applied. What is very important is that about how to apply the judicial rules of criminal clauses of English law in Iranian law, it should be said: Currently, in Iranian law, fines judicially prohibited or at least very limited and judicial fines in Iranian law have a limited scope.

In the Roman-Germanic legal system, in a general classification and on the basis of separation of property rights from obligations, the property rights are divided into rights in rem and rights in personam. Owing to the structural significance of this classification, it is refered to spinal column of this legal system. Currently, however, by domination of material approach and the change occurred in the concept of property, this classification has been criticized and some claim of its disappearance. Having no legal basis, this classification has been extended to Iranian legal system, and has been accepted by most of the jurists and has affected many of the legal institutions. While in accordance with numerous reasons including adapting the theory of ownership of unsatisfied property and ownership of benefits, which constitute the essential and key institutions of Islamic law, existence of this classification is extremely doubtful and on the presumption of adaption of this classification, examples of rights in rem and chose in action are not the same in foreign law. In this respect, returning to traditional and domestic classification of "right and property" is suggested by the author.

The validity of judicial procedures differ in both legal and general law. Contrary to the common law system, the privileged position of the law in the Roman-German legal system has always marginalized other core sources, in particular the judicial process. For a long time, this was dominated by Romani-Germanic families, the only law that could be effective in the field of the rights of origin, and the creation and establishment of rules of law, and this monopoly role of the law is necessary for democracy and the preservation of individual rights and freedoms. A group of lawyers do not deny the influence of spiritual influence and the contribution of judicial procedures to the development of rights, but for various reasons it does not include it as a source of law. Some of it is considered as a source of sources of law in our legal system. In this article, while examining the arguments of believers in each of the above views in Iranian law, we consider that the judicial process in the general sense creates a certain kind of law Whose observance is unnecessarily binding on the courts and should be considered as part of the law.

Failure to perform contractual obligations may be unintentional or intentional. Intentional breach represents the most severe form of contract violation, consequently leading to unique consequences not applicable in cases of unintentional breaches, among various legal systems. One of the significant effects of intentional breach within the framework of compensatory arrangements is the inability of the breaching party to rely on an exemption clause it has obtained as a contractual benefit. A party that intentionally and willingly fails to fulfill its obligations should not be allowed to escape the consequences of its deliberate harmful actions by seeking refuge in an exemption clause contained within the contract. This article employs a descriptive-analytical approach to examine the practical and significant impact of intentional breach on the validity of contractual exemption clauses from an objective perspective, within the regulatory framework and judicial practices of three major legal systems (Roman-Germanic, Common Law, and Islamic Law).