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law law and political sciences school,atu university of tehran
Abstract
share holders In order to complete the provisions of the articles of association or managing the details of their relations for protecting the rights of minority shareholders, control the companey and filling the legal gap in the companies act with respect to the rights attaching to their shares or personal rights as a share holder need to make a shareholder agreement. Due to the differences between the articles of association and the shareholder agreement, conflict between them is inevitable. If the shareholders' agreements are concluded by consensus or before the drafting of the articles of association, they are in accordance with the articles of association and the possibility of conflict is ruled out, and otherwise, the possible conflict between them can be considered.In order to examine the types of conflicts between these documents, the laws of different countries and the solutions provided by the legislator have been examined. In countries where there is no legal provision in this regard, the principle of freedom of contract and also the supremacy of the provisions of the company's articles of association prevail. In the next step, the relationship between the shareholding agreement and the mandatory laws related to the rights of companies in the judicial procedure and the laws of different legal systems has been examined The common feature in mandatory rules is to protect the rights of third parties and public order In Iranian law shareholder agreement is not regulated, so the mandatory rules regarding the rights of third parties and the company's statutes based on the freedom of contract should be obeyed Finallyin for resolving the ambiguities and legal gaps in this area, it is necessary to pay attention to the proposed articles about the nature, provisions and limits of the shareholding agreement in the amendment bill of the commercial law.
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Zameni, E., & paseban, M. R. (2023). a comparative study of the conflict in the shareholder agreement with the company's articles of association and mandatory rules. Islamic Law, 20(77), 185-210.
MLA
Elham Zameni; mohammad reza paseban. "a comparative study of the conflict in the shareholder agreement with the company's articles of association and mandatory rules". Islamic Law, 20, 77, 2023, 185-210.
HARVARD
Zameni, E., paseban, M. R. (2023). 'a comparative study of the conflict in the shareholder agreement with the company's articles of association and mandatory rules', Islamic Law, 20(77), pp. 185-210.
VANCOUVER
Zameni, E., paseban, M. R. a comparative study of the conflict in the shareholder agreement with the company's articles of association and mandatory rules. Islamic Law, 2023; 20(77): 185-210.
