Volume 26, Issue 4 (2022)
CLR 2022, 26(4): 137-152 |
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banijamali G, Shahbazinia M. Mandatory Disclosure of Third-Party Funding (TPF) Arrangement. CLR 2022; 26 (4) :137-152
URL: http://clr.modares.ac.ir/article-20-54796-en.html
URL: http://clr.modares.ac.ir/article-20-54796-en.html
1- University student
2- Associate Professor of Law, Tarbiat Modares University , shahbazinia@modares.ac.ir
2- Associate Professor of Law, Tarbiat Modares University , shahbazinia@modares.ac.ir
Abstract: (440 Views)
commonly, in the third party funding arrangments, the parties undertake not to disclose the contractual information. On the other hand, some legal systems consider transparency and access to the information of these contracts necessary in order to prevent the abuse of the third party funding, including the prevention of Champerty. Consequently, it appears that the contractual obligation of non-disclosure is in conflict with the mandatory obligation to disclose the TPF arrangement. The main question that this article deals with is the relationship between these two contractual and legal requirements and how to balance them.
In order to resolve the conflict between these two obligations, it seems that the scope of the obligation to disclose information should be narrowly interpreted and considered to be exclusive to the disclosure of the existence of theTPF contract. On the other hand, the obligation of non-disclosure includes contract details and those types of information - such as trade secrets - that are not legally required to be disclosed. Another question is whether, like the international investment arbitration, Iran's legal system also deems it necessary to disclose the TPF contract. In response to this question, it should be said that in Iran's legal system, the principle is to prohibit the disclosure of private information of persons without their consent, which includes TPF contract information. However, in cases where there are legal reasons for disclosing information, including suspicious transactions, according to Article 7 of the Anti-Money Laundering Amendment Law, the parties to the TPF contract must disclose contractual information.
In order to resolve the conflict between these two obligations, it seems that the scope of the obligation to disclose information should be narrowly interpreted and considered to be exclusive to the disclosure of the existence of theTPF contract. On the other hand, the obligation of non-disclosure includes contract details and those types of information - such as trade secrets - that are not legally required to be disclosed. Another question is whether, like the international investment arbitration, Iran's legal system also deems it necessary to disclose the TPF contract. In response to this question, it should be said that in Iran's legal system, the principle is to prohibit the disclosure of private information of persons without their consent, which includes TPF contract information. However, in cases where there are legal reasons for disclosing information, including suspicious transactions, according to Article 7 of the Anti-Money Laundering Amendment Law, the parties to the TPF contract must disclose contractual information.
Keywords: Third-party funding, Disclosure of TPF contract, Disclosure Obligation, confidentiality, Investment Arbitration.
Article Type: Original Research |
Subject:
Comparative Law
Received: 2021/08/12 | Accepted: 2022/10/2 | Published: 2023/05/30
Received: 2021/08/12 | Accepted: 2022/10/2 | Published: 2023/05/30
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