A Comparative Study of the Legal Prohibitions Applicable to Directors of Joint-Stock Companies under Iranian and French Law

Javanshir  Saedrahim; Reza Sokuti Nasimi; Akbar Bashiri

Authors

Javanshir Saedrahim Department of Private Law, Mar.C., Islamic Azad University, Maragheh, Iran Author https://orcid.org/0000-0002-5554-4297
Reza Sokuti Nasimi Professor, Department of Private Law, Tabriz Branch, Faculty of Law and Social Sciences, University of Tabriz, Tabriz, Iran Corresponding author https://orcid.org/0009-0001-6524-8897
Akbar Bashiri Department of Private Law, Mar.C., Islamic Azad University, Maragheh, Iran Author https://orcid.org/0000-0002-5262-9172

Keywords:

Joint-stock company, directors, legal prohibitions, Iranian law, French law

Abstract

Legal prohibitions applicable to directors of joint-stock companies constitute an important area of commercial law and play a significant role in protecting the interests of the company, shareholders, and third parties. These prohibitions have been regulated through different approaches across legal systems. The present study aims to comparatively examine the legal prohibitions imposed on directors of joint-stock companies under Iranian and French law in order to identify the similarities and differences between the two legal systems. This research adopts a descriptive-analytical method and a comparative approach, examining the laws and regulations of both countries through library-based research. The findings indicate that the French legal system, by providing for two distinct management structures—the traditional and two-tier systems—offers greater flexibility in the corporate management structure. Moreover, France’s comprehensive system of “regulated agreements” subjects transactions involving directors to more rigorous oversight. Broader supervisory mechanisms available to shareholders, including the right to bring a derivative action and to request the appointment of a management expert, are also among the positive features of the French legal system. Overall, the French legal framework in this area is more comprehensive, flexible, and effective than its Iranian counterpart, and drawing upon its provisions may contribute to strengthening corporate governance in Iran.

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