Document Type : Original Article
Authors
1 (PhD Student of Private Law, University of Tehran)
2 Associate Professor of Law, University of Tehran)
Abstract
Abstract
This article, through a qualitative and analytical research method, discusses both the principle of company’s shareholders’ interests’ priority over the interests of other stakeholders and also the ownership-oriented approach to the shareholders. The above mentioned approach, referred to as the “Theory of Shareholders as Company Owners”, has been reflected in some of the awards previously issued by Iran’s courts. By focusing on traditional definition of ownership right, alongside the basis of the priority of shareholders’ interests indicated in economic theories including nexus of contracts theory, agency theory and ownership theory, it is concluded that the traditional definition of ownership right and its characteristics such as being exclusive and absolute, is not applicable in Corporate Law as it is applied in other legal areas. Furthermore, economic theories supporting the priority of shareholders’ interests are all based on the presumption that shareholders of a company bear more economic risks, compared to other stakeholders of the company. Therefore, conferring exclusive ownership right to them will increase efficiency. While criticizing above theories, this article argues that rights conferred to the shareholders are merely a means of representing the coalition that constitutes the company. This Article argues that the principle of shareholders’ interests’ priority and recognition of shareholders as owners of the company are remainders of the primary versions of partnerships and are based on an outdated concept of commercial company.
Keywords
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