---

In article 496 of the Procedural Civil Code of procedure in Public and Revolutionary (Enghelab) Courts in civil cases, Iranian’s legislator, has prohibited referring bankruptcy dispute to arbitration. In American law system, such a prohibition has been provisioned with the recognition of the exclusive jurisdiction for special courts to settle the bankruptcy disputes itself in 28 U.S. § 157 –Procedures.
Since the economic crisis in recent years has followed (caused) increasing of bankruptcy in both individuals and trading companies, such a prohibition expels a large number of commercial disputes from the sphere of arbitrable issues. Deprivation of the many benefits of arbitration is justified only if the study of such a prohibition reasons justifies the exclusive proceeding in national courts.
There are ambiguities regarding the domain of this prohibition in both countries. Recognizing the scope of non-arbitrable disputes is depend on the understanding of this prohibition causes. Research results show that the difference between bankruptcy and arbitration codes, in both countries, is the most important reason for such prohibition and this difference is such an important that prevents reconciliation between bankruptcy and arbitration.
In Iranian law system, the mentioned prohibition includes the bankruptcy itself and its basic related issues. In American law system, only the basic issues of bankruptcy are not referable to arbitration. So, non-basic issues are included in the arbitrability principle.
 

---

Due to the particular role they play in macroeconomics and the fact that they offer a unique set of services to the general public, banks have attracted attention of legislators. Considering the bank's bankruptcy and its very negative effects, especially since the great economic crisis that began in 1929 in the United States and then spread to the whole world, began and the legislators concluded that the general rules of bankruptcy of companies to handling insolvency of banks is not enough. Therefore, in most legal systems of the world, when a business company is bankrupt, it is governed by general bankruptcy rules. But if a bank goes bankrupt, it has tried to consider specific rules for their bankruptcy considering the specific nature of banks in the country's economy and the differences with other commercial companies. The United States is one of the systems in which bankruptcy regulations of banks are completely different from corporate bankruptcy regulations. In Iranian law, though,unlike the US the bankruptcy system of banks is not completely separate from the bankruptcy system of the companies, and if the bank goes bankrupt, the rules of the bankruptcy act are considered to be general regulations and other monetary and banking regulations are specific rules, and the result is that, in the absence of specific provisions, apply the bankruptcy rules of commercial act are implemented.
 

---

 

Partnership, in the Iranian Legal System of Iran, is not considered as a legal entity and -according to common views- partners’ liability to third parties is unlimited. Partners have joint liability to third parties. Profits and losses are divided between partners according to the proportion of capital they have invested. Irrespective of being possible for partners to agree that profits and losses be divided otherwise or not, we believe what was said in Iran Civil code, so did in Islamic Jurisprudence, about dividing profits and losses according to the proportion of partners’ capital, only covers the partners’ liability to third parties when it is not agreed otherwise between partners and third parties. As the partnership in Iran has no separate legal personality, restricting partners’ liability to third parties is covered by general rules of restricting persons’ liability, so if it was not against imperative law, it is possible to be agreed otherwise among partners and third parties to divide partners’ responsibility or restrict it. This possibility can encourage people to invest their property in the form of partnerships in order to manage a business. But without an agreement among partners and third parties, restricting liability is not possible for partners. Thus, it is impossible to rely on restricted liability in tortious liabilities, so do in contractual liabilities where limited liability is not agreed with third parties. To reach this possibility in the legal system of Iran, using the rules of English Partnership Law (both of limited liability partnership and limited partnership) in Iran, has been proposed in this essay article.
 

---

One of the main functions of electronic banking is the transfer of funds as one of the most important means of payment, which is now widely popular for various reasons in the field of commerce. However, the fraud and the issuance of unauthorized payment orders has put the tool in jeopardy. The present article seeks to find an appropriate response to the unauthorized transaction risk allocation and to describe the responsibility of the parties to the transaction in the field of electronic banking, which will use an analytical, descriptive, and logical method to to doing comparative research in the legal system of Iran & US. The results of the research  shows that an unauthorized transaction is performed without the customer's actual or supposed appearance. Additionally, in cases where the transfer is based on the client's security policy, the customer is often assumed to be responsible. The objectives of risk allocation, including loss reduction, motivation, etc., provide a combination of possible risk allocation approaches so that, while accepting the bank's responsibility, limiting the limit for customer liability to prevent customer negligence in maintaining and maintaining access tools and hand codes To be found. The other results of this research are that Iran's legal system in this area is new, and there is a need for comprehensive regulation, and despite the fact that according to the rules of the principle is the responsibility of the bank, it is the responsibility of the customer's which emphasized in the judicial practice.
 

---

 One of the most important theories in corporate law is the organ theory.According to this view, the will and actions of directors are deemed to be will and actions of the corporation. Analytically, the personality of directors and corporations is considered to be integrated and this identification is divided into two types of absolute and relative. According to absolute identification, the personality of the director is merged into that of corporation and his personal existence is ignored.

And according to the second point of view, while accepting the identification of directors and corporation, the personal existence of the directors in the internal relations of the corporation is not ignored. And the will of the director at the time of making decision or taking action for the company is considered to be the successor and manifestation of the will of the corporation and the decision of the director is considered to be decision of the company. The organ theory has a significant impact on the criminal and civil liability of corporations and on the fact that the restriction of directors’ authorities against third parties is not valid. In the past, the board of directors was considered to be the sole organ of a corporation, but currently other managers are also considered to be its organ. .The organic theory of directors in corporations is accepted in Germany and England. Although there is disagreement in Iranian law, some jurists are inclined to the above theory.