Explaining the Concept and of Corporate Opportunities and Strategy to Prevent Them from Appropriating by Directors (A Comparative Study in the Legal System of the United States, England and Iran)

Document Type : Research Paper

Authors

1 Department of Private Law, Faculty of Humanities, North Tehran Branch, Islamic Azad University, Tehran, Iran.

2 Department of International Trade Law, Faculty of Humanities, North Tehran Branch, Islamic Azad University, Tehran, Iran.

3 Asistant Professor, Private Law, Faculty of law , Tehran Center Branch, Islamic Azad University,Tehran, Iran.

10.22034/law.2024.57443.3294

Abstract

The prompt cycle of information always confronts companies with many business situations that profitability in them, the directors relevant are strongly tempted to exploit them in line with their private interests, which is naturally in conflict with the interests of the company. The doctrine of corporate opportunities, as a part of the more comprehensive concept of "fiduciary duty" with a long historical history, is one of the exclusive tools that by establishing regulations and principles such as the need to disclose to prevent the acquisition of business opportunities, to confront the risk of their deviation, and finally regulate the process of correct allocation, the roots of which can be seen in Iran's legal system. There are several tests to identify corporate opportunity, which review shows that the "ownership-oriented" approach to opportunities in the United States greatly empowers directors in developing economic activities While the "behavior-oriented" approach of the UK Companies Act 2006 has prioritized the requirement to have loyalty. Since the corporate opportunity has the characteristics required by law, including rational benefit , it should be accepted in the new list of valuable assets of companies and as an intangible asset in Iran's legal system.

Keywords

Main Subjects

Jurisprudence and Islamic Law

Articles in Press, Accepted Manuscript
Available Online from 26 June 2024

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