شرکت سهامی

economic corruption of parliamentarians is one of the important issues that has recently attracted a lot of attention. Based on this, the purpose of this article is to examine the criminal law approach to the crimes related to the economic corruption of parliamentarians.

This article is descriptive and analytical. The materials and data are also qualitative and data collection has been used.

Ethical Considerations:

 In this article, the originality of the texts, honesty and trustworthiness are observed.

The findings indicate that bribery, embezzlement, seizure of government property, commission, acquisition of illegal property, embezzlement in government transactions, abuse of office or administrative and political position are among the most important crimes related to economic corruption, which MPs They may commit. The legislator has provided punishments such as fines, imprisonment, confiscation of property and job exclusions for the mentioned crimes.

Despite the efforts of the legislator in criminalizing and determining the punishment of the crimes that may be committed by the MPs, dealing with the crimes related to their economic corruption is facing challenges. The possibility of repentance in extreme crimes and its effect on economic administrative corruption and amnesty of economic criminals are the most important challenges in this field.

social responsibility of commercial companies plays a significant role in the sustainability and social and economic development of companies. Social responsibility expresses the opposite relationship between the company and society, that's why many countries in the world have tried to achieve the above goal by accepting this type of responsibility and predicting the guarantee of its implementation.

Ethical Considerations:

:In present study,the principles of text originality,honesty and trustworthiness have been observed.

Method and Material:

 In this article, firstly, the concept of responsibility and the theories surrounding it will be investigated in a descriptive way; then, in an analytical way, the challenges of identifying social responsibility in the regulations of joint-stock companies will be analyzed.

The acceptance of corporate social responsibility will be realized when commercial companies, in addition to shareholders as the main owners of the company, commit themselves to fulfilling the expectations and demands of stakeholders such as creditors and employees of the company (as the primary or key stakeholders of the company) or local communities and the environment (as secondary beneficiaries) should also be held responsible.

In Iran's legal system, this category of responsibility has not yet been included in the regulations of commercial companies. In order to approve social responsibility in Iranian law, it is necessary to solve the challenges of its identification. Among these challenges are not identifying the beneficiaries, not classifying them accurately, and not determining the implementation guarantee against the violation of this type of responsibility.

One of the challenges faced by joint-stock companies with their shareholders is the demand for the unpaid portion of the nominal value of shares, which is addressed in Article 35 of the Legal Bill Amending a Part of the Commercial Code. Under this provision, if a shareholder refrain to pay the remaining amount of the shares, the law permits the sale of the shares through auction or stock exchange, as applicable. This provision is open to two differing interpretations, both of which merit consideration. The first interpretation suggests that the legislator's intention regarding the sale of shares is to sell the "entire share" (including the paid portion). In contrast, the second interpretation posits that the legislator only permits the "sale of the unpaid portion of the shares." This article, with a descriptive-analytical approach, seeks to evaluate the arguments supporting both interpretations and demonstrates that the second interpretation aligns more closely with the Iranian legal system

Today, insurance coverage is crucial in commercial and economic activities; however, like many economic functions, insurance requires significant financial resources. Generally, there are two main ways to provide these resources: proprietary and non-proprietary methods. Non-proprietary funding can come in various forms, such as loans, debt from credit purchases, pre-received amounts, or unpaid taxes. Typically, lenders assess the applicant’s status and take appropriate guarantees at the time of credit allocation. However, insurance companies operate differently because their resources are derived from two primary sources: proprietary contributions (capital and equity) and debts (both current and non-current). Most of these liabilities stem from unfulfilled obligations to insurers, known as technical reserves, which are accumulated through the sale of insurance policies. As a result, policyholders and insurance beneficiaries often worry about the insurer’s ability to meet their obligations for several reasons. First, the exact amount of the insurer’s obligation is often unknown, making it difficult to estimate potential future losses or whether these losses will actually occur. Second, due to various factors (e.g., the uncertainty of future damages), it is challenging to obtain adequate guarantees from the insurer. Third, there is often no direct correlation between the insurance premium and potential losses. Fourth, acceptance of extraordinary insurance obligations usually represents only a small portion of the insurer’s overall resources. It should be noted that managers and insurers exercise control over resources that belong to others, yet they do not provide guarantees for these resources. Meanwhile, creditors have no role in the company’s management. These factors, although essential to the insurance industry, underscore the need for regulations that protect the rights of all stakeholders and prevent abuse or negligence by the owners and managers of insurance companies. Consequently, in most countries, these services can only be offered by special institutions and commercial companies that operate under strict regulatory frameworks. It is particularly important to establish performance guarantees and specific mechanisms to fulfill obligations, especially long-term commitments, because many businesses depend on insurance coverage to support their operations. When insurers fulfill their responsibilities effectively, they provide a guarantee for stable economic and financial activities. At the same time, these regulatory requirements should not undermine the principles of corporate governance within the industry or overly restrict the decision-making powers of insurance company managers. This is especially critical in the context of privatization and reduced government involvement, which have made the regulations of corporate governance even more relevant. Such regulatory requirements, together with the development-oriented approach in this relatively young industry, highlight the importance of establishing special regulations to govern relationships among insurance stakeholders, particularly in the areas of company operations and contracts.

Literature Review:

Most research in the field of insurance has focused primarily on insurance contracts, while studies on insurance companies themselves are limited and tend to concentrate on corporate governance rules. However, the structure of insurance companies and the specific regulations that govern them as providers of insurance services are just as important as the contracts they issue.

The present study used a descriptive–analytical approach and a library research method to examine and explain the specific regulations governing insurance companies.

Well-designed insurance regulations, alongside other economic factors, can help alleviate the concerns of stakeholders—especially merchants involved in commercial transactions, which inherently carry risk. This can, in turn, foster business development and economic growth. In Iran’s legal system, insurance regulation was initially limited and sporadic until the 1970s. A key turning point came with the Establishment Act of Bimeh Markazi Iran/Central Insurance of IR Iran & Insurance Operations in 1971. This law’s significance lies not just in its 73 articles but in its establishment of a quasi-legislative body (i.e., the Supreme Council of Insurance), which has since issued numerous approvals, particularly concerning the establishment of insurance companies. In addition to general commercial laws that apply to insurance companies, recognized as one form of joint-stock company, two main regulatory streams govern insurance companies. On one side are the special legislative approvals passed by the parliament specific to the insurance sector; on the other, over a hundred resolutions by the Supreme Council of Insurance, a substantial portion of which focus on the establishment and structure of insurance companies. These regulations have brought significant changes to the conditions for founding and organizing such companies, though they have, in some cases, led to disputes. A separate study is needed to examining the legal status and scope of the approvals of the Supreme Council of Insurance. The present research focused on the specific regulations governing insurance institutions, addressing the challenges and ambiguities that arise during their establishment and formation.

To establish an insurance company, it is essential to meet the general requirements stipulated in the commercial law, as well as specific conditions. The latter include a certain quorum of founders, the minimum amount of capital, the approval of the provisions in the model statutes, and the verification of the special qualifications of the managers at first. Additionally, specific conditions for the insurance agency must be addressed.

The most significant jurisprudential challenge regarding joint-stock companies lies in identifying their nature and position among Islamic jurisprudential company models, as well as determining whether a joint-stock company is a contractual agreement or merely an organization formed for conducting business with the assets of a group of shareholders. Among jurists and legal experts, there is a lack of consensus on this issue. Even if the theory of joint-stock companies being a contractual agreement is favored, difficulties arise in aligning this company type with jurisprudential company models. Key obstacles to accepting joint-stock companies as contracts include the existence of assets distinct from the shareholders’ personal assets, the independent legal personality of the company, the mandatory regulations governing company management, and shareholders' adherence to majority decisions.According to contemporary jurists, among Islamic contracts and company models, ‘inan partnerships and mudarabah contracts share the closest structural similarities with joint-stock companies. However, the emphasis of commercial law on selecting board members exclusively from among the shareholders presents a significant challenge to aligning joint-stock companies with mudarabah and ‘inan contracts.This descriptive-analytical study concludes that while aligning joint-stock companies with the ‘inan partnership is feasible, considering them as a new and innovative partnership contract, based on the principle of validity and freedom to enter into legitimate contracts, is more justifiable than other approaches.

The dispute that prevented the liquidator of a limited liability company from filing a lawsuit for years was finally resolved by a decision of the first branch of the Supreme Court. The obstacle to litigation was rooted in the ambiguity of laws and regulations and the interpretation that the courts gave of the laws and regulations governing the liquidation of commercial companies. In fact, when the liquidator of a limited liability company filed a lawsuit, he was faced with the problem of whether his lawsuit is within the mandate period. This objection was raised while the law did not set a period for its mission and the courts were trying to extend the provisions of the amendment bill to the part of the commercial law that is not about the limited liability company, to this company and its litigation. In the decision you can see, the first branch of the Supreme Court did not consider those provisions to be applicable to this company and declared that the liquidation management of a company with limited liability can be unlimited. The judgmant that the writer believes is correct.

One of the most challenging issues of corporate law is determining the limits of the CEO's authority. The legal status of the CEO in joint stock companies is a vague and controversial issue in law, doctrine and judicial practice. Some professors, referring to articles 124, 125 and 128 of the legal bill of 1347, consider the CEO to be the company's lawyer and conclude his non- authority and others, according to article 589 of the Commercial Code and inspired by french law, believe that the CEO is considered as one of the pillars of the company which leads to the principle of CEO authority. The aforementioned disagreement has been originated from an innovative translation of french Articles of Law; which is not only against the law of its origin; but also not compatible with the realities of the commercial world. Regarding the CEO’s relationship with the Company, determining the limits and scope of the CEO's authority has a close relationship with choosing among the theory of agency or recognizing CEO as a pillar of the company. In this article, the authors have analyzed the basis of the need to align the powers of the CEO with the board of directors through a trans-legal approach and regarding french law and judicial procedures and considered the CEO as one of the pillars of the company, just like the board of directors empowered with broad inherent authority derived from the law and do not consider the limitation of his powers against third parties in good faith correct.

The coronavirus pandemic experience showed that in pandemics andsimilar conditions such as the spread of Infection, contamination or radiationwhich present or could present significant harm to the human health, it isdifficult to enforce certain legal obligations governing companies. Agilelegal systems quickly responded to these situations by changing their legalprovisions and adapting conditions. In this article, by comparative study ofIran and England laws and regulations, the theoretical foundations, legalbasis and limits of stat's intervention in Company law in CoronavirusPandemic are examined. This study shows that in coronavirus pandemic, Inorder to protect the public interest, UK government has adopted theapproach of rapid and extensive intervention in the field of corporate law.Concession theory, more than other theoretical foundations of CorporateLaw, justifies the theoretical basis of this vast and rapid state interventionand Public Health (Control of Disease) Act 1984 provided the legal basis forthis intervention. Among the existing legal capacities, Iran's legal system hasused the capacity of Article 176 of the Constitution to respond quickly to thepublic health threats in the Coronavirus Pandemic. But state intervention inIran's Corporate Law has been more limited.

Nowadays, the implementation of principle of equilibrium in joint stock company is equal to the realization of maximum utility. However, the demands of shareholders and their differences to the structural shortcomings of a corporation, along with non-equilibrium partnership models have caused the accumulation of multiple economic actors in the form of corporations to optimize the exchange and distribution of ownership. In addition, contrary to the expected philosophy of establishing a company, the balance between the parties and the society should prevail. This analytical approach analyzes the relationship between the principle of equilibrium with the supply and modern rights of shareholders (compulsory buying and selling rights), the principle of equilibrium in the structure and limitations of policymakers and administrators, and also examines the appropriate model of responsibility doctrine for shareholders and managers. Hence, this paper aims to answer this question that how the conflict between the rights of a joint stock company and the principle of balance can be resolved. Moreover, the non-cooperative game restored the members and pillars to equilibrium. In this regard, this research, in light of analyzing and expressing the capabilities and shortcomings, will propose the expected reforms.

Due to the important role that managing director plays in managing a private joint stock company, increasing clarity of the scope of his or her ​​authority is important. This is while on the one hand, the ambiguity, brevity, and sometimes vacuum in the laws, and on the other hand, the divergence of views in the legal doctrine, has deepened the ambiguity of the aforementioned scope. Therefore, reinforcing the managing director's position as the executive lever in the economy's most popular form of the commercial companies, that is, the private joint stock company, requires the delineation and highlighting of his authority. The nature of the managing director's powers from the point of being inherent or delegated, the limitations on those powers, and the status of the encroachment from the drawing scope, in response to the latter two questions, are the most important leading questions.

This study on the one hand highlights the scope of the powers of the managing director (generally and in varying assumptions) and on the other hand explains the restrictions imposed on those authorities. Finally, the assumption of managing director’s encroachment from the scope of his or her authority and the effects of this action, has been analyzed.

This study attempts to answer the main questions of this research based on the descriptive-analytical method by criticizing and analyzing various statutes, regulations, cases and legal doctrines and sometimes with a comparative study of French law.

The board of directors by giving over the necessary authorities to the managing director provides for him the possibility of practical managing. These authorities are limited to the items that the board gives the managing director over in the process verbal of choice of him or in a separate contract. Despite this, it is possible that the article of association considers authorities and limitations too. In this case, the board cannot decrease or increase those authorities. In addition of mentioned limitations, there are other limitations that is imposed by law to the authorities of managing director. Although, for being valid the actions of managing director, it is necessary for him to observe the scope of the determinate authorities whether by law, by article of association or by board of directors, however, except the limitations that is imposed by law, and always is opposable against third parties, limitations imposed by the board of directors and the article of association can be opposable against third parties if they have been published. If these limitations are not published, it must be considering these limitations in opposable against third parties and must be consider the actions of the managing director outside the mentioned scope valid toward third parties.

Contrary to the powers of the Board of Directors, which include all the powers necessary to govern the affairs of the company, the principle is that the manager director has no authority and his or her powers are limited to the Statute and delegated by them. Representation behalf the company and the right to sign of the manager director as defined in Article 125, does not mean that these rights are monopolized by the CEO, but rather by the powers conferred on him by the Board. It is natural that such a delegation does not deprive the delegate of its right. In addition to the limitations that the Board may impose on the manager director, certain statutory restrictions on the Board's powers also limit the scope of the manager director's powers. These limitations are sometimes to prevent the manager from abusing the authority and sometimes to the principle of separation of powers. Despite these restrictions, the manager director may go beyond his powers and take actions outside of his delegated powers. Among these restrictions, the restrictions imposed by law on the powers of the manager director, such as the specific powers of the general assemblies and the board of directors, transactions, as well as acts that the manager director is prohibited by law, such as obtaining a loan or credit from company and the observance of the subject matter of the company in the assumption that the subject matter of the company constitute the domain of its capacity, due to its reflection in the law and the assumption that everyone is aware of the law, must be opposable to third parties. In contrast, those limitations on the manager director's powers may be in opposable to the third parties that have not been issued or published by the board or general assembly. In fact, the legislator, using the legal entity of in opposability, while discrediting these types of actions by the manager director, has considered them valid in the eyes of third parties in good faith. It is natural that in opposability sanction that properly gathers two apparently conflicting interests, is more appropriate than other sanctions. Because the said sanction, while validating and affirming the limitations of the manager director's authority, discredits it to third parties, it thus protects the interests of third parties while maintaining relationships between shareholders, managers and company.

Considering the importance of public-sector partnerships in terms of the ability to raise micro and venture capital, and their use in the direction of business and industrial growth (which requires large capital gains rapidly), following the passage of the partial correction bill With the Trade Act of 1968, the legislator sought to pass dispersed regulations over the years with the aim of resolving problems along the way with these types of companies (with producer and investor protection approaches), and by changing the former procedure of incorporation, It has eliminated or added some things from formation to liquidation of companies. This library research reports on the efficiency or inefficiency of these reforms by presenting some of the most significant changes in the form of management of these companies in relation to the 1968 bill, and in some cases offers suggestions for improving the status quo and achieving the desired status. Don't give up. The need for transparency in the assets of managers with the aim of preventing corporate tax evasion by establishing a transparent stock transfer system, the need to employ technology to hold electronic meetings and information by new methods, as well as quasi-judicial approaches to increase power. Inspector oversight is part of the achievements discussed in this article.

In stock companies, the adoption of the rule of the majority and making decisions on this basis are rooted in political thoughts; however, the sustainability of this rule depends on economic analysis.  From the perspective of economic analysis, an optimal rule is a rule that leads to the realization of efficiency and cost reduction. The rule of the majority amounts to efficiency in a sense that it increases wealth and reduces the cost of decision-making. In turn, reducing the costs of decision-making will increase profits and generate wealth. In addition to achieving efficiency, an optimal legal basis should also lead to equilibrium. In some cases, the rule of the majority results in the collapse of a balance between majority and minority shareholders. Therefore, although the application of this rule in the light of stock companies can be effective, rules are needed to create a balance between minority and majority shareholders. Amongst the rules laid down in this regard, the principle of shareholders freedom in transferring its share and leaving the company could be considered.

Corporate Governance may vary from one country to another, given the approach that different legal systems have for managing corporate companies. The "English-American" and "European" models are among the most important approaches to the Corporate Governance System, and there are serious differences between them as to the kind of "Key Indicators of the Corporate Governance System"; such as the ratio between ownership and control, and the amount of Costs of Agency, disclosure rate and the amount of attention paid to the rights of minority shareholders. The approach of each legal system to these indicators leads to a different corporate governance system for them. In Iran's law, there is no special statutory law regarding the "corporate governance system" and different regulations related to Joint Stock Companies, such as the "Legislative Bill of 1347" and the regulations and guidelines for the "Corporate Governance System" illustrates the weak approach of the Iranian legal system to all of these key indicators. Hence, it is necessary to take legislative measures based on the native-based approach, based on these characteristics, especially in terms of ownership separation from control, reduction of representation costs, and strong protection of the rights of minority shareholders.

Some measures must be observed in the reduction of capital of corporation, including changes in the corporation’s investment. Notice of the process of reducing for implementing legally of the measures is obvious.
Capital reduction in Iran's law may be mandatory or arbitrarily and the reasons which require the reduction is different. Each of organs of corporation is involved in the reduction process. In Iran’s law the capital reduction take place with recommendation of board of directors, the specials report of auditors and the decision of the Extraordinary General Assembly, but according to British law, Capital reduction may be take place due to a special resolution of the General Assembly or in the court decisions.
The general assembly at the time of adoption of capital reduction shall consider some circumstances, including, observing Restrictions concerning the minimum amount of capital reduction, equality of shareholder’s rights and observing creditors’ rights.
In this article which is used from a descriptive-analytical method, the Iran’s law, as far as possible, will compare and explain with UK’s laws.

 

Equity firms have been emerging economically more than other firms in the legal and economic areas. Given the fact that the majority of the people in the society can be regarded as the members of these firms in various ways, they have enjoyed great satisfaction with the majority of the people. The present study aims to evaluate the minority shareholder's rights in the context of the decomposition of joint stock firms, as well as the related effects and judgments in the legal system of Iran and England. The study of the two legal systems indicates that, unlike English law, there is no specific provision regarding the decomposition of commercial enterprises, especially non-governmental organizations. In addition, based on English law, there are appropriate provisions for protecting minority shareholders, particularly in the case of corporate analysis. However, as far as Iran law is concerned, there are a few provisions in favor of a minority shareholder and the necessary support for a minority shareholder has been considered in the trade bill.
Therefore, comparing the laws and regulations of the two countries can lead to many challenges and ambiguities in mergers and divisions of joint stock companies

According to the article 114 of amended legal commercial bill concerning the joint-stock companies, till the manager has not balanced with the company, his stocks will be distrained in the company safe. The questions are: what is the nature of the stocks? And whether the word "manager" includes the director or not? And if the answer is positive, how the article 114 will be executed in the cases in which the director is elected from non-stockholders? in this article, in order to answer these questions, we have studied different kinds of collateral, the nature of the stocks, the nature of the managers, and the jurists' approaches about them. Finally, we concluded that the stocks collateral is an independent legal institution from mortgage contract. The intended purpose of the legislator by the word "manager" is only the board of directors and does not include the director.

In addition to common stock, the most important source of financing public and private companies, preferred stocks are other important securities. What differ between these two stocks are the privileges and features of preferred stock that common stocks don’t have. Nowadays, such a share is an appropriate tool for investing in emerging or emerging companies as well as companies facing a financial crisis, and investors will not be willing to invest in them in the normal way without obtaining specific rates. Nowadays, such a share is an appropriate tool for investing in emerging or emerging companies as well as companies facing a financial crisis, and investors will not be willing to invest in them in the normal way without obtaining specific rates. While these benefits are wide and varied, Iranian legislator, just in clause 2 Article 24 commercial code bill, define this type of stock but don’t speak about the privileges and practice of them in details. In this descriptive and analytical study, the authors have attempted to study the nature and typology of preferred stock in pioneer countries and then, suggest strategies in order to improve the legislation or jurisprudence in this field.

The theory of piercing the corporate veil, means holding the shareholders of the joint-stock companies and the partners of the limited liability companies be responsible toward the company’s debt that is applied in the legal cases. This doctrine was first introduced in the English Law and then has applied in other common law systems. However, there are some challenges with regards to the basis of piercing the corporate veil doctrine application, its instances and the its scope of application. On one hand, piercing the corporate veil cases varies from country to country. On the other hand, given that this doctrine ignores the distinct legal personality of shareholders and company, so there is no need for its self – indulgent application. Accordingly, the main question that the Article intends to respond includes analyzing the basis of the Passage of the Legal Personality Doctrine application and its application scope in the Common law system. Finally, it will be ascertained that the piercing the corporate veil Doctrine has been accepted in the common law systems and there is also appropriate case law in this regard. These claims have been brought to the courts in accordance with a variety of contractual and non – contractual basis and their percentage of success depends on various factors such as the selective basis for bringing a claim, the degree of shareholder’s domination over the company and etc.