Document Type : Research Article
Authors
1
Assistant Professor, Department of Law, Faculty of Theology and Islamic Studies, Meybod University, Meybod, Iran.
2
LLM Student in Private Law, Faculty of Theology and Islamic Studies, Meybod University, Meybod, Iran.
Abstract
Distinct encounters with the concept of "Corporate Governance Regime" have given rise to diverse perspectives. Prior studies in Iran guided us towards the prevalent approaches, namely "Anglo-American" and "Continental European," followed by "East Asian." However, in the last two decades in Scandinavian countries, the "Nordic Approach" (semi-dualistic) has emerged from within the "Continental European" framework. Its primary tenets include reliance on the "Stakeholder Theory," "Controlling Shareholder," and "Employee Participation in the Board of Directors," with distinctive features such as "Concentrated Ownership," "Semi-Dual Board," "Bank-Centric Financial Provision," and "High Financial Transparency" serving as its key indicators. Consequently, this research seeks to explore the distinctions and commonalities of the "Corporate Governance Regime" in the Nordic approach and Iranian law through a comparative study and an analytical-descriptive methodology.
Despite noteworthy theoretical and practical efforts in Iranian law to elucidate and actualize the "Corporate Governance Regime" by issuing directives and mandatory regulations for joint-stock companies active in the stock exchange market by the Securities and Exchange Organization's board of directors, the absence of coherent, unitary regulations in this regard has posed challenges for joint-stock companies and their supervision. The elucidation of the "Nordic Approach" in this research, with the aforementioned features, suggests, for the first time in Iranian law, the proposal of regulations aligned with "The Future Law of Commercial Companies" that allocate independent sections to the corporate governance regime. This includes recommendations such as "structural alterations to the board of directors and the establishment of a supervisory body, incorporating shareholders and employees to enhance employee rights," "increasing incentives for the active presence of joint-stock companies in the stock market," aiming to secure more financial resources through the market itself rather than relying solely on entities such as banks, and "incorporating transparency requirements into the regulations of the stock exchange's independent section from the law."
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