Basics of evaluation and assignment of civil liability of managers in Iran and US joint stock companies

Public and private joint stock companies, depending on their scope of business and the negligence of some managers, are required to pay damages, and in this regard, various lawsuits are filed in the judiciary. Compensation is considered by the directors of joint stock companies in Iranian law according to its jurisprudential and legal origin according to the principles of civil liability such as the rule of no harm, causation, loss as well as the theory of fault, danger, mixed and guarantee of rights. According to Articles 142 and 143 of the Trade Law Amendment Bill approved in 1347, the members of the Board of Directors against any negligence and negligence of themselves and other members, which will lead to damage or loss to the company. They are individually and collectively liable to shareholders and third parties, and in American law, which is the source of the common law jurisprudence, the liability of corporate directors is assessed in terms of the type, extent and degree of fault. As a result, the element of fault in both Iranian and American legal systems is considered as a criterion for identifying the civil liability of directors of joint stock companies, although in Iranian law as in American law, a clear and comprehensive criterion for attributing fault and the obligation to compensate corporate managers There is no stock and often, various theories have been studied in order to identify the fault that have not provided a suitable and uniform solution.