Journal of Research and Development in Comparative Law

Journal of Research and Development in Comparative Law

A Comparative Study of the Condition of Waiver of Certain Transactions in Joint Stock Companies in Iranian and French Law

Articles in Press

Document Type : scientific research paper

Authors
mohammad dadashzade 1
abdolali mohammadi 2
mohammad babapour 2
1 Judge in Tehran
2 Assistant Professor, Islamic Azad University, Varamin Branch, PhD in Private Law
10.22034/law.2026.2092260.1810
Abstract
One of the pillars of joint-stock companies, like other companies, is the company's managers. Their main duty is to maintain trust and respect the interests of all shareholders. In this regard, Articles 129 and 132 of the amended Commercial Law of 1347 regarding joint-stock companies prohibit the managers of these companies from conducting certain transactions with the company and also consider performance guarantees for conducting those transactions. Conducting transactions by managers with a joint-stock company can be considered one of the most important examples of the condition of waiving the right to conduct a transaction in part. The first example is the transactions of the members of the board of directors and the CEO of the company, as well as institutions and companies in which the members of the board of directors or the CEO of the company are partners or members of the board of directors or CEO, which is foreseen in Article 129 of the amended Commercial Law of 1347. The second example mentioned in the aforementioned law is the prohibition of obtaining loans or credit from the company and guaranteeing or committing the debts of the CEO and members of the board of directors by the company, which is mentioned in Article 132 of this law, and the third example is the execution of a similar transaction with the company by the directors and CEO that involves competition with the company's operations. We also see similar provisions in French law. The French legislator has also dedicated Articles L. 38-225 to 43-225 of the amended Commercial Code of 2001 to such transactions and their guarantees. Accordingly, the subject of this article is to analyze the nature of these conditions and their enforcement guarantees in the laws of the countries in question, and it addresses this issue using a library method and a comparative-analytical study.
Keywords
waiver of rights
non-compete
right to transact
similar transaction with the company
Subjects
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Journal of Research and Development in Comparative Law

Articles in Press, Accepted Manuscript
Available Online from 14 July 2026