نوع مقاله : مقاله پژوهشی
نویسندگان
1 دانشیار گروه حقوق خصوصی دانشکده حقوق و علوم سیاسی دانشگاه تهران
2 دانشجوی دکترای حقوق خصوصی دانشکده حقوق و علوم سیاسی دانشگاه تهران
چکیده
کلیدواژهها
موضوعات
عنوان مقاله [English]
The restriction of managers and executive manager authorities in relation to a joint stock company according to the Articles of association or Approvals of General Assembly is one of the most Common problems in this Field of study .Invalidity, credibility and citation ability of it before the third parties always have been at issue0 furthermore in our legal system text of law in this Field are sporadic and partially vague, also Doctrine and judicial procedure are uncoordinated. According to commercial act that enacted in 1347 and critique and Justification of the judicial procedure company cannot invokes to the restriction of managers and executive manager authorities. But about the measures that are out of the subject of company, Broad interpretation of article 270 of that act can authorize the validity of the Action that Individuals with Good will have Performed, or Announced that the act is invalid but company and managers are responsible toward the third party who has Good will. Regarding to executive manager Although The law Assumes that he is the agent of company but since managers manage the Affairs of company and According to the act They should do their Affairs via executive manager, It can be said alike the managers unusual restrictions on the actions of executive managers are invalid toward the third parties. However it can be said that the action is invalid but the third party could get damages from company and executive managers according to The civil liability rules
کلیدواژهها [English]
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