نوع مقاله : مقاله پژوهشی
استادیار حقوق خصوصی گروه حقوق دانشکدۀ ادبیات و علوم انسانی دانشگاه گیلان
عنوان مقاله [English]
In law of English and United States, usurping the opportunity of contracting belonging to the company by director is forbidden because of its contradiction with fiduciary duty of avoiding from conflicting manager’s interest with company. However, there are differences between the two countries on the concept of belonging opportunity to the company. England’s law, emphasizing the mentioned duty, considers any opportunity created for the company or in the company's vision as belonging to the company. But in United States of America’s law, the opportunity for the company must have financial value. Also in the two countries, there are three sanctions of the manager's duty to return all the benefits of the compromise, civil liability for compensation of losses and punitive penalties, which shows the serious approach of these countries to combat the abuse of managers. In Iran’s law, due to the silence of commercial regulations, the main basis that can be considered for the prohibition of the manager is its contradiction with the manager's commitment to preserve the interests of the company. Based on this, the concept of opportunity belonging to the company becomes relative, because only usurping the opportunity that the company has an interest in, is considered against the interests of the company. Moreover, the sanction of its implementation is the only civil liability of the manager to compensate the company’s losses, which does not have the appropriate deterrent power. Therefore, criminalization of opportunity Usurping is necessary.