حماية اقلية المساهمين في الشركات المساهمة وفق قانون الشركات العراقي : دراسة قانونية مقارنة == Protection Of Minority Shareholders In Joint Stock Companies In Accordance With The Iraqi Companies Act Comparative Legal Study
Author name:
عباس عبادي نعمة فاضل القرة غولي
Supervisor name:
علي فوزي ابراهيم الموسوي
General topic:
Law
Specific topic:
Commercial Law
Degree:
Master
University:
Mustansiriyah University - Faculty Of Law
Language:
Arabic
University location:
Baghdad
First pages:
13T1498 - p.pdf
Abstract:
عرضت هذه الدراسة حماية اقلية المساهمين من القرارات التعسفية الصادرة عن اغلبية المساهمين في الشركات المساهمة في ضوء قانون الشركات العراقي النافذ رقم (21) لسنة (1997م) المعدل، مع الاخذ بالحسبان التعديلات التي طرات على هذا القانون بموجب امر سلطة الائتلاف ال | This study deals with the protection of minority of shareholders in the arbitrary decisions of the majority shareholders in joint stock companies in the light of the Iraqi Companies Act in force No. (21) for the year (1997) amended , taking into account adjustments made to this law under the Coalition Provisional Authority and defunct number (64) for the year (2004) compared with the Egyptian and French laws and some Arab laws. Since the protection of the minority in the face of the oppression of the majority in the shareholding companies is extremely important as it provide a true balance of the structure of the company by giving shareholders the required powers to conduct the management of the company as that achieved with success on the one hand, and by using of the majority of its way to harm the other shareholders in the company on the other hand, we have studied some of what it has been written on this subject , analyzing and extracting the fundamental concepts and principles related to the study ,recording of comments and discuss the doctrinal views and analysis of legal texts. It has been addressing the subject of the study through three seasons whereas as mean of clarifying and defining of a minority of shareholders in joint stock companies in terms of the definition and we have clarified its role in the management of the company and showing the legal status of the shareholder in the company as well as we explained the characteristics of minority shareholders as well as to clarify the distinction between the minority shareholders and shareholders passive on two demands and then showing the arbitrariness of the majority of shareholders in joint stock companies in three topics we dealt with in the first such arbitrariness in the decisions of the majority of shareholders, either second topic dealt samples of arbitrariness of the majority of shareholders in the company, which harm the interests of minority and relate these arbitrarily decisions majority in fledgling companies or arbitrariness when increase the capital of the joint - stock company or when adding profits to the reserves or when merging company to contribute to another, under the decision of a majority or when trading stocks and transfer of ownership between shareholders first non Although the right of the owner of the stock in the trading and transmission of ownership through the stock market, but there are legal restrictions or regulatory limit the freedom of circulation, but this should not be up to the extent of those restrictions confiscation of freedom of the shareholder to dispose of their shares otherwise it was illegal and discussed in the abuse of power in the Board of Directors of the company and contribute to its impact on the rights of the minority shareholder.To find out the ways and mechanisms to protect this category of shareholders , we have been showed in the third chapter whereas we showed legislative means to protect minority shareholders, both those that are located within the Public Authority for the shareholders of the right of access to company documents and records, or those located outside the body of the role of the auditor in the protection of minority and inspection companies. Besides that there are other means of recourse to its minority to protect itself and its failure to arbitrary decisions adverse effects of the right and is in the interest of the company as a criterion for judicial intervention in restoring balance between classes of shareholders in the company as one of the most important judicial means which help to protect the minority as well as a showing received such means in law firms because of their importance in protecting the minority, including the right to veto the decisions of the General Assembly and to claim compensation or to apply to the courts to resolve the company's deficit at an advanced means of protection for the previous majority abusive. Then we will discuss also the role of corporate governance in providing the necessary framework and appropriate that protection of minority shareholder through showing the principles of the five global positions of comparative legislation which, because of this role of importance in maintaining the balance between classes of shareholders in companies and then reflected positively on the company's success and progress in the middle commercial. We ask God Almighty that we have been successful in reaching this study to the desired scientific interest.
