Comparative Law Researches

Comparative Law Researches

A Comparative Study of the Fiduciary Duty of Corporate Directors in Light of the Corporate Opportunity Doctrine under Iranian, English and American Law

Document Type : مقالات علمی پژوهشی

Authors
Hosein Simaeesarraf 1
Mostafa Hasanraeisi 2
1 Associate Professor, Department of Private Law, University of Shahid Beheshti of Tehran, Tehran, Iran
2 PhD Candidate in Private Law, Faculty of Law, University Shahid Beheshti of Tehran, Tehran, Iran
10.48311/clr.2025.101692.0
Abstract
One of the most important functions of corporate governance rules in any legal system is to ensure the shareholders’ maximum benefit from the company’s assets and business opportunities. The purpose of this article is to examine the extent of convergence and divergence between the Iranian legal system’s Provisions and the accepted rules of English and American legal systems regarding the effects and implications of directors’ fiduciary duties and the corporate opportunity doctrine. This study adopts an analytical-descriptive approach and relies on library-based research to pursue this objective. In developed legal systems such as those of England and the United States, various regulations and doctrines have been established to guarantee this goal. Among the most significant are the rules concerning directors’ fiduciary duties and the corporate opportunity doctrine, under which corporate directors, as trustees of shareholders and the company, are obliged to observe care and skill, loyalty, good faith, disclosure of information, and the reasonable effort to secure benefits for the company under their management. In Iranian law as well, by considering the foundations related to fiduciary possession (trust possession) and the nature of the relationship between directors and the company and its business opportunities, one may argue that directors’ control over imminent corporate opportunities is fiduciary in nature. Consequently, company directors are liable for compensating damages arising from the usurpation of such opportunities.





Keywords
Fiduciary Duties
Fiduciary Possession
Corporate Director
Corporate Opportunity Doctrine
Civil Liability Legislation
Level 4 Autonomous Self-Driving Cars (Vehicles)
Responsibility Sharing
Event Data Recorder (EDR)
Intelligent Transportation Development (IDR)
Subjects
In Persians
A) Books
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3.    Hosseini Gholi, Katebi (1989). Commercial Law, 3rd ed., Tehran: Ganj Danesh Publications, p. 83. {In Persian}
4.    Katouzian, Nasser (1992). Civil Law: Nominated Contracts, vol. 1, 4th ed., Tehran: Enteshar Company, p. 74. {In Persian}
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B) Articles
14.  Goneidi, Laia & Akbarian Tabari, Masoumeh (2018). “Fiduciary Relationship of Directors in Joint-Stock Companies: A Comparative Study in Iranian and English Law”. Comparative Law Studies Journal, 14(2), pp. 69–96.doi: 10.22096/law.2019.34499 {In Persian}
15. Lotfi, Asadollah (2005). “The Rule of Trust in Extinguishment of Liability”. Tehran University Law Faculty Journal, no. 44. {In Persian}
16. Moghamad, Isa (2020). “Appropriation of Corporate Contractual Opportunities by the Director and its Sanctions (A Study in English, American and Iranian Law)”. Quarterly of Private Law Studies, 50(4), pp. 803–818. 10.22059/jlq.2020.294574.1007316 {In Persian}
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21. Sharifi, Seyed Elham al-Din & Beheshti, Shaghayegh (2010). “Comparative Study of Insider Trading Prohibitions in EU, English, French and Iranian Law”. Journal of Legal Research, no. 17, p. 147. {In Persian}
22. Simaei Sarraf, Hossein (2014). “Comparative Study of Good Faith in Fiqh, Foreign Law and International Instruments”. Teachings of Civil Fiqh, no. 10, pp. 52–53. {In Persian}