BASICS OF MANAGERS’ CIVIL LIABILITY EVALUATION AND ATTRIBUTION IN IRANIAN AND AMERICAN CORPORATIONS

Abstract

Managers of the corporations that are administrated publicly and privately might be required to compensate losses according to their areas of activity in the business affairs following the performance of default and, in this regard, various lawsuits can be filed to the judicial authorities. Loss compensation by the managers of the corporations can be studied in the laws of Iran according to its jurisprudential and legal sources based on the basics of civil liability such as the maxims of “no loss”, “causation” and “wastage” as well as the theories of guilt, risk and guarantee and also a mixed array of them. Corresponding to articles 142 and 134 of the bill on the reformation of the business law, passed in 1968, the members of board of managers are responsible individually and in group before the shareholders and third persons in case of any default and carelessness as well as before all of the other members by the causing of damage and loss to the company as ruled in the laws of Iran. In the American laws the source of which is the judicial procedures of the common law system, the liability of the corporates’ managers is evaluated according to the type, the amount and the degree of default; resultantly, the element of guilt is considered as the scale for identifying the civil liability of the managers of the corporates in both the legal systems of Iran and the US. However, there is no specific and comprehensive scale for the attribution of guilt and requiring the managers of the corporations to the compensation of the losses in the laws of Iran as in those of the US and various theories have been most often studied in line with the identification of default but no appropriate and unit solution has been offered so far.