Minority Rights and Lawsuits Filed by Shareholders of Companies in Public Joint Stock Companies Based on the Corporate Governance System in Iranian and French Law with Emphasis on the Principles of Ethics

In the management of joint stock companies based on the majority vote, the rights of the minority are less considered and in some cases, the managers of the company abuse their position. In this regard, it is necessary to provide solutions to support minority shareholders. The solutions for filing a lawsuit against the shareholders are in two general ways, including on the name and on behalf of the joint stock company and the other by the name and on behalf of the shareholder. Identifying several shortcomings in the binding legal regulations related to minority rights in Iranian law, especially in the areas of "financial disclosure and transparency", "voting system" and "derivative litigation" is among the objectives of the present study.

This research is of theoretical type and the research method is descriptive-analytical. The method of data collection is library and has been done by referring to documents, books and articles.

None to be declared.

Filing a lawsuit against the shareholder in the name and on behalf of the company, which is the derivative lawsuit, is in order to properly manage the company and protect the joint stock company against violations that managers have committed in performing their duties to the company. Article 276 of the bill amended a part of the Commercial Code of 1347, which refers to the possibility of filing a derivative lawsuit, makes it possible to file a derivative lawsuit only against the persons mentioned in Article 276. As a second solution, the shareholder can file a lawsuit against any private or legal person, both from a legal and criminal point of view, unlike a derivative lawsuit, which can only be filed from a legal point of view.

In the laws of France and Iran, by relying on the ethical norms of business, shareholders can file a lawsuit on behalf of the company through a derivative lawsuit. Although it is possible to identify minimum rights for minority shareholders in joint-stock companies from checking some internal regulations, the silence of common laws, the lack of legal binding of some formalities and the lack of dynamics of judicial procedure in this regard have caused minority rights to be less noticed and sometimes be overshadowed by the misbehavior of managers and majority shareholders.