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The Review of Identification Criteria and Fundamentals of Responsibility of Shadow Directors in the Law of England, Canada and Australia and its Feasibility in Iranian law | ||
| پژوهشنامه حقوق تطبیقی | ||
| Article 8, Volume 10, Issue 1 - Serial Number 21, April 2026 | ||
| Document Type: Original Article | ||
| DOI: 10.22080/lps.2025.27975.1678 | ||
| Authors | ||
| Asghar Zirak barougi* 1; Mortaza Hajipour2; Ahmad Javadzadeh3 | ||
| 1Assistant Professor, Department of Law, School of Theology and Islamic Studies, Shahid Madani University of Azerbaijan, Tabriz, Iran | ||
| 2Associate Professor, Department of Law, Faculty of Theology and Islamic Studies, Shahid Madani University of Azerbaijan, Tabriz, Iran | ||
| 3Master of Private Law, Faculty of Theology and Islamic Studies, Shahid Madani University of Azerbaijan, Tabriz, Iran | ||
| Receive Date: 05 November 2024, Revise Date: 28 February 2025, Accept Date: 18 March 2025 | ||
| Abstract | ||
| Traditionally, in corporate law, we are faced with real managers who are in charge of managing the company by virtue of representing the company, and as a result, they have responsibilities and duties, which are known as fiduciary duties. With the development of companies in the international field today, people have emerged beyond the real managers who generally control the company by exerting influence on the real managers and with the aim of avoiding responsibility, without being the legal manager of the company. The emergence of this range of managers, who are known as shadow managers, and the negative consequences of the intervention of this range, eventually led many countries to identify these individuals and impose responsibility; Even in some laws, shadow directors have been explicitly considered as real directors and the related effects have been predicted on such directors (Corporate Law of England Amendment 2015). This research intends to evaluate the principles of responsibility of these persons with a descriptive and analytical method and with a comparative view, while introducing the necessary elements in identifying shadow managers. In short, it can be said that the two criteria of "commitment" and "authority" are the legal bases for imposing duties based on trust on shadow managers; And this legal establishment is related to the institution of apparent representation in Iranian law, in which, in addition to the obligation of shadow managers to comply with trust, the company may also be liable to third parties if it creates the appearance and basis for the activity of the shadow manager and remains silent regarding his actions. | ||
| Keywords | ||
| Shadow director; Fiduciary duties; commitment; Power and authority; Appearance agency | ||
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