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The influence corporate governance variables including: abnormal accruals, board independent directors and institutional investors ownerships ratio on the cost of equity capital have been examined. The examine of research hypothesis was done by multiple regression analysis by the use of general least squared (GLS) method, to the 65 selected companies accepted by Tehran Stock Exchange for the time period of 2004-2008 and by pannel data. The research- results indicate that among the corporate governance variables, abnormal accruals and board independent directors ratios have respectively positive and negative meaningful relationship with the cost of equity capital. .

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Rabia Skini Associate Professor of Iran Atomical Energy Organization Seyed Elhamoddin Sharifi Ale-Hashem Ph.D. Student of Private Law, Tarbiat Modares University In spite of the companies may have all rights which law recognise for humans, for their unreal nature, they can not exercise their rights and inevitably performance of rights leave to humans which act as it's directors. Now, directors' powers limits not arise from legal theories, but they result from social and economic facts. Therefore, proxy and agency theories which indicate limited powers for directors and inconsistant with commercial exigencies and it's most important principles, namely security and speed, were set aside, the "Identification Theory" which contains all powers for directors in relation with third parties, was arised. Iran and English legal systems also, accepted this director's full powers. The full power is, merely in relation of company with third parties, but in relation of directors with company, they must act in limits of accertained powers and if they act ultra vires, they shall be responsible before the company. Although their act before third parties is effective.

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Today, intellectual capital in firms is an important topic that has drawn the attention of many financial market researchers. Also, firm managers’ compensation results in more value creation. The purpose of this research was to study the relationship between intellectual capital and its components and the board of directors’ compensation at Tehran Stock Exchange listed companies. The study covered a sample of 171 companies between 2007 and 2016. Multi-variable regression and the panel data method were used to test the research hypotheses. Results of testing the hypotheses of this research using Pulic’s model (Pulic, 2000) show that even after controlling company’s board of directors’ size, debt structure (financial leverage) and the independence of the board of directors,  there is a positive and significant relationship between intellectual capital and the board of directors’ compensation. Furthermore, among the components of intellectual capital and the board of directors’ compensation, there is positive and significant relationship between the efficiency of the human capital and the efficiency of capital utilized; but the relationship between the efficiency of the structural capital and the board of directors’ compensation is positive but statistically insignificant.

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As companies are abstract, the negotiable instruments of the company are signed by real persons.The extent of authority and liability of directors in signing such documents, not only theoretically but also practically, will have significant effects on the business relationships of the company and the third parties. English law considers the directors of the company as the organs of the company and gives them wide authority.If the director signs negotiable instruments beyond his authority or even outside the company’s frameworks and responsibilities, it is presumed that the company itself has signed it. However, this does not prevent the company from penalizing the director. Iranian law, in relation to the limits of the director's liability, differentiates the company limited by shares from other companies. Due to the wide range of authority that the directors in ‘the company limited by shares’ possess, generally the signing of the negotiable instruments by them leads to the liability of the company limited by shares. In other companies, the authority of the directors is limited to the authority delegated by the company.If the directors sign the negotiable instruments beyond their authority, the company will not be liable for the negotiable instruments and the third party should be directly addressed to the directors, for compensation. In the case of cheque, due to certain provisions in Article 19 of the Law of drawing cheque, if the director board of the company is issued within the limits of the authority, he has joint and several liability with the company.

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 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.

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Fraudulent phoenix occurs when the managers of a company, with the aim of avoiding some or all of its legal obligations, declare the company bankrupt and continue their business by creating a new company. One of the most important debts that remain unpaid during this operation is the company's tax debt. In section 198 of Iranian Direct Taxes Law, the legislator has held managers jointly and severally liable for paying the company's taxes. The subject of this research is to discuss the similarities and differences between the legal systems of Iran and Australia in relation to the liability of managers for tax debts arising from fraudulent phoenix activities. The result of the research shows that in Iran, unlike Australia, it is not possible to release managers from the responsibility of paying taxes of a bankrupt company under any excuse or defense. Also, while in Iran managers are responsible for paying all sources of taxes, in Australia directors are only responsible for paying taxes in which the company is the tax collector and not the actual payer. Nevertheless, there are similarities between the two systems in terms of responsibility of managers and stipulation of other restrictions for directors. Given the inflexibility of the regulations in Iran, it is suggested that the legislator changes the basis of manager’s liability to presumed fault liability and provide the opportunity of defense for managers who have taken all reasonable measures to fulfill their tax obligations but have not succeeded. It is also necessary to establish regulations regarding disqualification of directors who have been involved in the bankruptcy of numerous companies.