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The theory of «Enlightened Shareholder Value» in commercial companies law

Document Type : Original Article

Authors

1 Ph.D., Faculty of Law & Political Science, University of Tehran, Tehran, Iran.

2 Associate Professor, Faculty of Law & Political Science, University of Tehran, Tehran, Iran.

Abstract

In the law of commercial companies, one of the most fundamental questions is that the company should be run for the benefit of which person or persons? In response to the above question, the enlightened Shareholder Value theory states that the company should be managed in order to maximize the value of the shareholders' shares by paying attention to the interests of all the stakeholders of the company, and this is the best means to ensure the success of the company. With a descriptive and analytical approach, this article has examined the recent theory with a comparative study in English company law. The results of the article show that the laws of Iranian commercial companies are based on the independent legal personality of the company, the organizational theory of the company and that the duty of the managers is towards the company and not the partners, has the ability to analyze based on the above theory. Therefore, by accepting this theory, a meaningful balance can be established between the interests of shareholders and stakeholders. The most important obstacle to the full effectiveness of the above theory in the law of Iranian commercial companies is the ambiguity in the concept of beneficiary and its narrow interpretation by legal courts, which solutions have been presented in this regard

Keywords

References

  1. References

    Books

    1. Company Law Review, Mordern Company Law for a Competitive Economy, Completing the Structure, A Consultation Document from the Company Law Review Steering Group London, DTI .
    2. Company Law Review, Mordern Company Law for a Competitive Economy Strategic Framework, 1999.
    3. Darling, Alastair, the House of Commons at Hansard, HC Vol. 447, col.125, June 6, 2006.
    4. Davies, Paul L. , Gower and Davies: Principles of Modern Company Law, 9th edn, Sweet & Maxwell 2012.
    5. Ferran, E. Company Law and Corporate Finance, Oxford University Press, OUP, 1999.
    6. Finch, Vanessa. Corporate Insolvency Law: Perspectives and Principles, Cambridge, 2nd ed, 2009.
    7. Girvin, Stephen, Sandra Frisby & Alastair Hudson, Charlesworth’s Company Law, 18th edn, Sweet & Maxwell 2010.
    8. Haghani, Saeed, Detecting and Tackling the Shareholders Fraud in Decision-Making Process of the General Assemblies of Commercial Companies, 2nd Edition, Ganj Danesh Publications, 2019. (in Persian)
    9. Hannigan , Brenda, Company Law, OUP 3rd edn 2012.
    10. Hansmann, H. , The Ownership of Enterprise, Harvard, 1996.
    11. Iqbal, T. The Enlightened Shareholder Value Principle and Corporate Social Responsibility: A Theoretical and Qualitative Analysis (1st ed.). Routledge. 2021., https://doi.org/10.4324/9781003178651/
    12. Kaviani, Koresh, Laws of Commercial Companies, Mizan Publications, 4th edition, 2013. (in Persian)
    13. Keay, Andrew, The Enlightened Shareholder Value Principle and Corporate Governance. Abingdon, Routledge, 2013.
    14. Parkinson, John Edward, Corporate Power and Responsibility: Issues in the Theory of Company Law, Clarendon Press, 1993.
    15. Pasban, Mohammad Reza, Laws of Commercial Companies, Samt Publications, first edition, 2015. (in Persian)
    16. Sadeghi Neshat, Amir, Business Law for Managers, Mizan Publications, first edition, 2012. (in Persian)
    17. Saqri, Mohammad, Commercial Law; Companies, the first and second volume, publishing company, first edition, 2013. (in Persian)
    18. Skini, Rabia, Business Law; Commercial Companies, first volume, Samt Publications, first edition, 2005. (in Persian)
    19. Sotoudeh Tehrani, Hassan, Business Law, Volume II, Dadgstar Publication, 14th edition, 2018. (in Persian)
    20. Tabatabai Hesari, Nasrin and Soroush Safizadeh, The System of Commercial Companies Registry in the Light of the Right to Access to Information, 2nd Edition, Tehran University Press, 2022. (in Persian)
    21. Toosi, Abbas, Economic Analysis of Corporate Law, 1st Edition, Shahr Danesh Press, 2014. (in Persian)

    Articles

    1. Alazimi , Alkayat, Abdullah Ahmed. “Introducing the Business Judgment Rule in Select Countries of the Arabian Gulf”. Comparative Law Review. 2022. Vol. 28, pp. 9-39.
    2. Armour, John. et al, ‘Private Enforcement of Corporate Law: An Empirical Comparison of the United Kingdom and United States’ Journal of Empirical Legal Studies, 2009, 6.
    3. Berle, A. “For Whom Corporate Managers Are Trustees: A Note.” Harvard Law Review 45, no. 8 (1932): 1365–72. https://doi.org/10.2307/1331920.
    4. Craig, Rosemary, ‘The Enormous Turnip: a Discussion on the CA 2006 Which Like Topsy in the Child’s Fairy Tale Is Still Growing’, 2008, Comp. Law 360.
    5. Davies, John ‘Company law and the concept of Corporate Social Responsibility’, 2014.
    6. Deakin, Simon. ‘The Coming Transformation of Shareholder Value’ Corporate Governance: An Institutional Review, 2005, 13.
    7. Dodd E. M., ‘For Whom are Corporate Managers Trustees?' Harvard Law Review, , Vol. 45, No. 7 ,May, 1932, pp. 1145-1163.
    8. Doyle L., ‘The Susceptibility to Meaningful Attack of Breaches of Directors’ duty to promote the success of their company’ 2011<http://www.law.leeds.ac.uk/assets/files/research/events/directors-duties/doyle-susceptibility-to-meaningful-attack.pdf.
    9. Grier, N. Enlightened Shareholder Value: Did Directors Deliver? The Juridical Review, 2014(2), 95-111.
    10. HO, Kong Shan, ‘Is Section 172(1) the Guidance for CSR’? Comp. Law 31 (12), 2010.
    11. Ho, V. ‘Enlightened Shareholder Value: Corporate Governance Beyond the Shareholder-Stakeholder Divide’, 2010, 36 Journal of Corporation Law 59. Vol. 45, No. 7, May, 1932, pp. 1145-1163.
    12. Isa Tafarshi Mohammad, Ramezani Akerdi Habib, Abbasi Menesh Hamid Reza. "Promoting the Company's Success; A Duty for Managers (Study in British and Iranian law)". Comparative Law Research, 2014, 19(4), pp. 123-148. (in Persian)
    13. Ismail, Maimunah, Corporate Social Responsibility and Its Role in Community Development: An International Perspective, Journal of International Social Research. 2009.
    14. Izanlou, Mohsen and Shariati Nasab, Sadegh, "Comparative Study of " Unenforceability " in Iranian and French Laws", Journal of Private Law, Autumn and Winter 2013, Volume 9, NO 2 (21 in a row); pp 35 - 66. (in Persian)
    15. Keay, Andrew ‘Good Faith and Directors’ Duty to Promote the Success of Their Company’ Comp Law, 2011.
    16. Keay, Andrew ‘Moving Towards Stakeholderism? Constituency Statutes, Enlightened Shareholder Value and More: Much Ado about Little?’ European Business Law Review 1, 2011, 22.
    17. Keay, Andrew ‘Stakeholder Theory in Corporate Law: Has It Got What It Takes?’ Richmond Journal of Global Law & Business, 2010, 9(3) , 249.
    18. Keay, Andrew, “Having Regard for Stakeholders in Practising Enlightened
      Shareholder Value”, OxfordUniversity Commonwealth LawJournal, 19:1, 118-138, DOI: 1080/14729342.2019.1619238. 2019.
    19. Keay, Andrew. ‘The Duty to Promote the Success of the Company: Is It Fit for Purpose in a Post-Financial Crisis World?’ (n40) at 78. Cm 6456, 2005, DTI <http://www.berr.gov.uk/files/file13958.pdf> accessed 21 January 2016.
    20. Macey, Jonathan. ‘An Economic Analysis of the Various Rationales for Making Shareholders the Exclusive Beneficiaries of Corporate Fiduciary Duties’, (1991 – 2) 21 Stetson LR 24.
    21. Robinson, W Stewart, ‘A Change in the Legal Wind – How A New Direction for Corporate Governance Could Affect Takeover Regulation’ (2012) ICCLR 292.
    22. Sadeghian Nadushan Mehrdad, Bagheri Mahmoud. "Conflict of Interests of Companies' Stakeholders and Solutions to Solve It". Comparative law studies. 2016; 20 (3), pp. 163-136. (in Persian)
    23. Tate, Rachel C. ‘Section 172 CA 2006: The ticket to stakeholder value or simply tokenism?’

    https://www.abdn.ac.uk/law/documents/Section172CA2006 thetickettostakeholdervalueorsimplytokenism.pdf/

    1. Temitope, Odusanya. “Has Section 172 of the United Kingdom’s Companies Act 2006 Created an Effective Set of Directors’ Duties?” LLM DISSERTATION. 2021.
    2. Williams, Richard, "Enlightened Shareholder Value in UK Company Law" UNSW Law Journal 365, 2012, 35(1).
    3. Wynn-Evans C., ‘The Companies Act 2006 and the Interests of Employees’ Industrial Law Journal, 36 (2), 2007.

    Cases

    1. Charterhouse Capital Ltd, [2015] EWCA Civ 536, [2015] BCC 574.
    2. Cobden Investments Ltd v RWM Langport Ltd, [2008] EWHC 28110 (Ch) [52].
    3. Gaiman v National Association for Mental Health, [1971] Ch 317, 330.
    4. Greenhalgh ,[1951] Ch 286, 291.
    5. Hutton v West Cork Rly Co (1883) 23 Ch. D 654 (CA) (Bowen LJ).
    6. Macaura v Northern Assurance Co Ltd [1925] AC 619 (HL).
    7. Re Smith and Fawcett Ltd [1942] Ch 304, 306.
    8. Regentcrest Plc. v Cohen, [2001] 2 B.C.L.C. 80, [90].
    9. Shepherd v Williamson [2010] EWHC 2375 [103]-[104].
    10. Stimpson v Southern Private Landlords Association [2010] BCC 387.
    11. Walker v Walker [2006] 1 WLR 2194.
    12. Re Genosysis Technology Management Ltd, Wallach v Secretary of State for Trade and Industry [2007] 1 BCLC 208.
    13. Smith & Fawcett Ltd, Re [1942] Ch. 304.
Economic and Commercial Law Researches
Volume 2, Issue 3 - Serial Number 7
February 2025
Pages 41-70
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