The Analysis of “Cross-Shareholding” in Iranian Legal System in Light of Corporate Governance Rules and the Judicial Precedent
Quarterly Journal of Securities Exchange

Quarterly Journal of Securities Exchange

The Analysis of “Cross-Shareholding” in Iranian Legal System in Light of Corporate Governance Rules and the Judicial Precedent

Document Type : Original Article

Authors
1 PhD in Private Law, Faculty of Law and Political Sciences, Kharazmi University, Tehran, Iran.
2 PhD Student in Public Law, Department of Public Law, Faculty of Law and Political Sciences, Allameh Tabatabaei University, Tehran, Iran
Abstract
“Cross-Shareholding” refers to a position in which two joint stock companies attempt to possess shares from one another, so that by this process, one company becomes a “subsidiary company” or “associate company” as the case may be and the other one, which has the greater number of shares in possession, is perceived as “mother/parent company”. Based on the corporate governance principles and the rules regarding minority shareholders protection, cross-shareholding has always been subject to specific regulations and restrictions which have even been reflected on some countries statute. This paper, which has been written by the analytical-practical method, is in pursuit of finding the answer for cross-shareholding prohibition’s position in Iran’s legal system and its probable solutions for fixing the issue? For this purpose, having examined the laws and regulations, it was concluded that even though the discussed matter has been acknowledged exclusively in regard with the issuers supervised by the Securities Exchange Organization in accordance with in article 28 of the Regulation on Issuers Corporate Governance Registered by Securities and Exchange Organization and consequently the said issue has been negligently banned for the state (governmental) companies according to article 5 of the Seventh Act of Development Plan, but firstly the mentioned above provisions do not encompass all companies and secondly this matter has been incorporated in a downstream regulation and subsequently has fallen short of the legislator’s notice. At the end, in order to solve the problem , a drafted provision was proposed to get enacted among the existing laws
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