Confronting the Misuse of Right in the Commercial Companies of Iran, Regarding the Rule of

Karimi, Abbas; Lotfi Foroshani, Mehran

doi:10.30497/law.2019.2372

Confronting the Misuse of Right in the Commercial Companies of Iran, Regarding the Rule of "No-Loss"

Document Type : Research Article

Authors

¹ Professor, Department of Islamic & Private Law, Tehran University

² Ph.D. student of private law, University of Mofid Qom and faculty member, Faculty of Humanities, Ahvaz Branch, Islamic Azad University, Ahwaz, Iran.

10.30497/law.2019.2372

Abstract

This study examines the misuse of right in the commercial companies of Iran law; that is, what are the strategies to deal with the misuse of right in Iranian law, and what is the position of the theory "the prohibition of misuse of right in Iran law", and whether the rule of "no-loss" (negation of the legitimacy of any loss), is capable of explaining how to deal with the misuse of right in the commercial companies of Iran. The results of the research indicated that, the theory of "misuse of right" is not such significant in Iran law as it is in the law of countries like France, however the rule of "no-loss", which is embodied in Iran law, can well be the same as the prohibition principle of the misuse of right in the commercial companies. It is considered two strategies, judicial strategies and non-judicial strategies, for preventing the misuse of right through the majority. The lawsuit on civil liability and criminal liability, the request for the dissolution of the company from the court, the demand for the removal of heads or CEO from the court, the request for the selection of the inspector from the court, the request for reduction of the company capital and the revocation of decisions, from the court are the most important judicial strategies. Participation of minority shareholders in the choice voting, the request for the formation of general meetings of the board, restrictions on the public assembly, restrictions on the heads and CEO of the company, the prohibition of transactions such as company transactions and restrictions on the inspector or inspectors of the company are the most important non-judicial strategies for preventing the misuse of right through the majority in commercial companies of Iran. Descriptive analytical method has been used in this research.

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