Encyclopedia of Economic Law Journal

Abstract Introduction The legal status of contracts with illegal purpose is one of the most important issues raised in law and Islamic jurisprudence which in different legal systems is analyzed under the topic of motive. As far as this issue is concerned, three situations have been distinguished in Iranian law: The first situation is where the illegal purpose has entered the contractual scope, the second is where the illegal purpose is merely in the mind of one contracting party, and the last situation is where only the other party is aware of the illegal purpose. Under Iranian law, an illegal purpose makes a contract void, only if entered the contractual scope. Article 217 of the Iranian Civil Code appears to declare the contract as void only if the illegal intention is explicitly stipulated in the contract; nevertheless, there is controversy among Iranian legal scholars as to the interpretation of this article; the question is: When an illegal intention renders the contract void? The study of these scholars' different opinions, while considering their foundations in Imamia jurisprudence, prepares the ground for an exact and correct interpretation of article 217 of the Iranian Civil Code based on realities of the society. Theoretical Framework The purpose of a contract is the main motive of one party which has, explicitly or implicitly, entered the contractual scope. Purpose of contract must be distinguished from similar concepts such as cause of contract which is typical in all cases of a certain contract, regardless of each party's personal motives. Object of contract is another concept which must be distinguished from purpose of contract. The latter, as the main motive of the contract, enables the parties to achieve the object of contract. By illegal purpose, it is meant each case where the purpose is contrary to public policy, ethics and religious rules, even if there is no specific legal provision on it. Public policy, generally, is a status in which the main frameworks and redlines of legal rules are respected. Methodology The authors, after defining the main terms used in this article (the theoretical framework), applying an analytic-descriptive method, discuss different opinions offered by legal scholars and Imami jurists about the remedy of illegal contracts and criticize and study the justifications put forward for those opinions. Results & Discussion The Iranian legislator has, in article 217 of the Iranian Civil Code, made the effectiveness of illegal purpose of a contract subject to its explicit stipulation in the contract. According to article 217 of the Iranian Civil Code, "it is not necessary to stipulate the purpose of contract but in case it is stipulated, it must be legal, otherwise the contract would be void". The results of the present article show that a category of Iranian legal scholars, following the famous opinion of the Imami jurists and by means of a literal interpretation, believe that illegal purpose makes the contract void if communicated by the party with such a motive, to the other; the adherents to this opinion see it in favour of legal certainty and security of legal relationships. On the contrary, a group of Iranian legal scholars, following the lesser known opinion of the Imami jurists, consider the above said interpretation inconsistent with the philosophy behind the enactment of article 217 of the Iranian Civil Code and treat the contract as void in case one party is aware of the illegal motive of the other. Conclusions & Suggestions The authors believe that the lesser known opinion of Imami jurists and legal scholars is more consistent with legal and economic interests of the society. This issue is, nowadays, of special importance with regard to contracts affecting the economic field, since believing that only explicitly stipulated purpose makes contracts void is harmful to the society and paves the way for conclusion of contracts made with the intention to disrupt public policy.

Abstract Introduction The main purpose of the law regarding the consumers’ rights is to create equality in the relation between producers and suppliers on the one hand and the suppliers and the consumers on the other hand. The applied commutative justice takes the relationships and the differences in the contractual power into account without abusing the weaker party rights by considering the state intervention in the relation between producers and consumers justifiable due to the importance of economic liberalization, the expansion of mass production, the increasing number of multinational companies, and the unequal power of the parties in consumption. Thus, the established commutative balance or justice requires both parties’ agreement. Accordingly, the law on consumption is formed with the idea of establishing balance and regulating the relations by imposing certain conditions on the stronger side (producers and suppliers) and identifying legal rights for the weaker party (consumers). Theoretical Framework In the Iranian statutory law, the consumer rights faces many challenges such as the lack of clarity of consumer concepts, the lack of access to information, lengthy legal proceedings, heavy costs of litigation, and the producers’ dependence on state-owned as well as quasi-governmental institutions. Thus, what will be focused in this essay is merely the role of a class action in solving the challenges posed by the cost of the proceedings, the length of the proceedings, and the lawyers wages,.many of these challenges have been solved by class action while at the same time class action increasing the efficiency of consumer reparations methods. In so doing, firstly, the class actions are described and secondly, the legal challenges of the proceedings in the realm of consumers’ rights will be explained. Ultimately, the role of the class actions in solving these challenges will be addressed. At the same time , some Opposition regarding the necessity of the class actions are mainly based on the foreign countries proceeding and legal systems. therefore , We do not explain these views and only considering the barriers of brining a class action in Iranian law and how to apply this method of procedure suffices. Methodology This study attempts to find an answer to questions above by using an analytical-descriptive approach. To this aim, the present study seeks to examine the existing challenges of protecting the consumer rights in Iran while reviewing the class action lawsuit to ensure their rights. Results and Discussion Consumers’ rights have two main purposes: correcting the product defects and protecting the consumers’ loss. The present study showed that the identification of class actions is the complementary factor and the final circle of providing the desired goals since the goals of class actions system are increasing judicial efficiency, reducing the costs of court proceedings, saving the costs of bringing the dispute, increasing the parties access to the legal solutions, preventing the conflicting decisions over time, and predicating the judicial processes which promotes the consumers’ rights on the one hand and improves the production processes on the other hand. However, this research additionally showed that the use of class actions in the realm of consumer rights requires reducing the workload of the courts, the cost of proceedings as well as preventing the conflicting views which can lead to gaining one of the most important goals of consumers’ rights namely deterrence. The consumer rights can be accomplished if the producers are more careful in terms of complying with the product standards and informing the consumers about a defect or deficiency in the products. This may be done slowly or may not be accomplished in the absence of a solution such as a class action. This issue highlights the importance of using this solution namely ‘resorting to the class actions’ in completing the substantive efforts to support the consumers.

Abstract Introduction Economic justice has a special place in the field of justice, attracting the attention of many scholars. The main issues in economic justice are the quality of distribution of income, occupation, opportunities, economic freedom, leisure, rights, and privileges and in general the distribution of economic benefits among individuals and groups (Tavassoly, 1997). So far, very diverse views have responded to economic justice issues. Scientific activities in the field of justice can be Simulate the building that realization of each stage is an introduction and an opportunity to enter the next steps. Hence, various views on justice-related issues are due to the differences in the viewpoints of previous stages. Meanwhile, the application of appropriate method is the key to achieving the principles of economic justice. Each justice theorist has to be able to prove the legitimacy and rationality of his proposed method for achieving the principles and standards of justice. Positivism, Deontology, Pragmatism, and Socialism have been the most important methods of human schools based on self-centered rationality to answer the main questions of economic justice. Muslim scholars, with different interpretations of Islamic teachings, have presented various views on economic justice. It should be noted, however economic justice in human schools has evolved out of the ideas of the scholars and identified principles. Yet, in the Islamic economy, we are faced with the theoretical structure of the existing structures (Sadr, 2003). Therefore, the methodological explanation of the principles of economic justice in Islamic teachings is necessary. Theoretical Framework So far, foundationalism has dominated Islamic methods of justice in general, and economic justice in particular. However, some perspectives on the signing of the lawful orders in the economy, the position of rational and customary foundations in the determination of economic law, and the principle of the guidance of religious orders in contracts, have caused differences in the way Muslim scholars confront the issues of justice in the economy. These methods are: “Text Foundationalism ”, “Rational Foundationalism” , “Vilaiee and Natural Foundationalism “Functionalism coherentism of Foundationalism”. In this study, each of these methods has been investigated. Methodology The broad spectrum of Muslim thinkers' views on economic justice has caused the difficulty of analyzing their main elements. By classifying, simplifying, and knocking out the effective components in these theories, it is also possible to increase the speed of its recognition and analysis. Typology is one of the classification methods that is often multidimensional and conceptual, and is explained by the names of each species (Bailey, 1994). This article, by means of a philosophical analysis, verifies the methods of Islamic scholars in order to answer the main questions of economic justice and evaluate each one. Results & Discussion We should khnow the base of the belief in “Text Foundationalism ” is only religious texts and not else. One observes a spectrum of narratives in the justice of religious research whose common aspect is the inadequate attention to intellectual teachings in a research process. The Ahle Hadith, the Ash'arites, and the Prophetical School are various groups of constituencies. Aside from the epistemological faults of this method, the cruelty and dogma in this theory leads to its ineffectiveness in economic policy. In “Rational Foundationalism” by discovering the cause of deserving, financial rights, which are fundamental pivots in determining the principles of economic justice, are discovered. There are two trends in this way: The first trend determines desirability based on the cause of the subject and the second tendency based on the ultimate cause. In the first tendency, the cause of existence is the origin of the creation of the right and the cause of entitlement. When the cause creates the disability, it has the right to seize the disability and prohibit others from seizing it .For instance, a person who plant a tree and he will take of it until the fruits, this is his right that use this fruits, because that fruits was because of its taking care of. (Mesbah Yazdi, 2002). But, in the second tendency, for recognize of the rights in justice right plan, we should consider relative between capacity and the purpose of his creation. (Motahari, 1983). However, this method is possible to discover of the causation in position of SOBOOT, bout It is impossible in position of ESBAT, to discover of the finance rights by rationality. This approach leads to a deadlock in the theory of economic justice. The basic belief in the “foundationalism of creation” is revelation. Every epistemology of religion must have a reasonable relation with revelation (Quran and Sunnah). According to this method, justice does not mean every right is right or does not attract maximum benefits for social life. But justice is rooted in the inalienable desire for the expansion of monotheism. Justice means “the realization of the relationship of monotheism in the world, including the social life of man”.(Mirbagheri, 2013) Hence, Divine Providence should govern the process of establishing the recognition of economic justice. This method has a basis for epistemological reasons due to the negation of the truth and falsehood of scientific propositions. "foundationalism coherent functionalist" is a combination of basic beliefs, coherence, and function which begins in the long run from the basic beliefs and leads to the coherence and ultimately the functioning of the theory. (Khosropanah, 2012) Conclusions & Suggestions " Functionalism coherentism of Foundationalism ” due to a comprehensive look at Islamic teachings and attention to the ends and purposes of Shari'a in deducing financial rights - which plays a significant role in economic justice- is far off the defects of previous methods, such as jumble, dogmatism, inefficiency, and impasse theorizing. On the other hand, this method is more authentic and efficient.

Abstract Investing in the capital market (or, in other words, trading security by individuals) requires preliminaries and formalities and also involves the various stages of the investor's presence in the capital market, i.e. the stages of entry, activity, and exit. Therefore, identifying the preliminaries and formalities governing the entry, activity, and exit stages regarding foreign investors interested in investing in the capital market of the country is important due to the foreignness and lack of sufficient information on the governing regulations - in other words, on the process of investment in the capital market. In this research, it has been attempted to examine the concept of "investor", "foreign investor in the capital market of the country" and "the entry and exit of foreign investor in the capital market" according to the existing regulations. In addition, the rules governing the entry and exit of foreign investors in the capital market are studied considering the "Foreign Investment Promotion and Protection Act" and the "Regulations on Foreign Investment in Exchanges and Offshore Markets" (the new code) and highlighting their weaknesses and strengths as compared to the former code passed in 2005. Finally, some suggestions are also offered. Introduction Foreign investment in the capital market is considered important, as it involves two basic issues, namely “foreign investment” and “capital market” (Qasemi-Hamed & Baqeri-Motlaq, 2013). Concerning the importance and necessity of foreign investment, suffice to say that in today's world, not only developing countries but also developed countries attempt to attract foreign investment and compete in this area (Baqeri-Motlaq, 2012). Such advantages and necessities have caused this type of investment to be considered by the country's administrators despite the fact that the legislator has not stipulated it in the “Foreign Investment Promotion and Protection Act” for the first time in 2005 according to the bylaw passed by the Council of Ministers. The "Foreign Investors' Investment in the Stock Exchange Bylaw" passed in 2005 dealing merely with the issue of foreign investors investing in the stock market, which is in fact one of the pillars of the capital market in the country, due to some deficiencies and problems, was replaced by the " Foreign Investment in the Exchanges and OTC Markets Bylaw" in 2010 (Baqeri-Motlaq, 2012).       Under the aforementioned bylaw, the possibility of foreign investment in OTC markets has also been provided as a pillar of the capital market. However, the bylaw does not foresee any mechanism for the possibility of foreign investment in the commodity exchange, and it does not include it. One of the most important factors in foreign investment in the capital market is to get acquainted with the concept of investor, foreign investment, and the way of entry, activity, and exit from the capital market from the point of view of the governing regulations in the host country (Lashkari, Emamverdi, & Hamzei, 2012). Considering the provisions included in the 2005 and 2010 bylaws, this article revolves around three main axes, including entry, activity, and exit. The present article studies the rules governing the entry and exit of the foreign investors from the capital market considering Foreign Investment Promotion and Protection Act and Foreign Investment in the Exchanges and OTC Markets Bylaw (the new bylaw) and highlighting its weaknesses and strengths as compared to the previous bylaw approved in 2005.   Results and Suggestions Despite the lack of stipulation in the Law of Promotion and Protection of Foreign Investment, the necessity of attracting foreign capital to the capital market of the country has not been neglected by the administrators of the country. Although the former bylaw caused some barriers and constraints for the foreign investors, it was considered a positive step towards the legal acceptance of this type of foreign investment. The former bylaw attempted to cover foreign investment in the stock exchange under the “Foreign Investment Promotion and Protection Act”. While it seems that another approach is considered in the new bylaw, and also because foreign investment in the capital market is one of the activities taking place in this market, therefore foreign persons are exempted from referring to the Organization for Investment, Economic and Technical Assistance Of Iran to obtain investment licenses and also complying with the requirements for the withdrawal of capital from the country, and the authority to grant foreign investment licenses in the capital market and decide on the withdrawal of capital from the country is determined by the Securities and Exchange Organization as an entity governing the capital market, which it seems to be a positive step towards facilitating foreign investment in Iran's capital market. Although the new bylaw, in contrast to the former bylaw, has positive implications for the entry and exit of foreign investors from the capital market, in some cases, it also has some shortcomings. It does not predict foreign investment possibility in the commodity exchange and does not provide a comprehensive definition for the mentioned investment. Therefore, it is expected that the weaknesses and strengths of the "Foreign Investment in the Exchanges and OTC Markets Bylaw" are taken into account by adopting a newer bylaw in the future in order to approve the bylaw covering the entire capital market of the country. In addition, effective steps should be taken to avoid any ambiguity and confusion for foreign investors and considerable foreign investments are attracted to the country's capital market in this way.

Abstract Introduction In recent years, Iranian government pays more and more attention to the role of taxes as the most significant source of its revenue. Accordingly, it was started amending acts or passing new laws. However, there are different challenges in this path. Collecting taxes on time is one of the main obstacles in Iran and this issue affects the anticipated revenues of the government for annual budget. There are different causes for delay in collecting taxes. Unquestionably, the speed of the tax dispute settlement is one of them. The disputes among taxpayers and tax auditors are inevitable however, from a legal perspective, some factors may prolong the tax litigation process. Therefore, a good structure for settling tax disputes leads to more efficiency for the tax system. Theoretical Framework In tax procedure of Iran, if a taxpayer disagrees with assessments of tax, he has the right to protest and Direct Taxes Act provides six levels of dispute settlement. The first step is a pre-trial stage and the taxpayer and the tax authority can settle. If they do not reach a settlement, the taxpayer can bring the case to the Settlement Board of Tax Disputes which have primary and Appellate Stages. The Supreme Tax Council and Article 251(bis) board are two other stages. But, all these tribunals are quasi-judicial. The last stage is Administrative Justice Court. It has the judicial supervision over decisions of previous authorities. It seems that there are some defects in the structure of Tax Dispute Settlement that affect the speed of the tax litigation process. We tend to recognize some factors that cause a reduction in the speed of tax dispute settlement and make suggestions in order to resolve them. Research Method In this study, we uses descriptive and analytical methods based on library resource. We also uses case-by-case judgments from the European Court of Human Rights. Results and Discussion We present five suggestions. First, there has been predicted specific time for bringing a case to the tribunals in different stages like primary or Appellate in the Civil Procedure Act of Iran. This act governs legal disputes, however, it is known as the main act about the process of dispute resolution. If the relevant acts do not determine the condition of some parts of dispute resolution process in different fields like labour or tax disputes, we usually cite the solution in the Civil Procedure Act in our analysis. The time predicted in the Direct Taxes Act for bringing a case to the tax tribunals or tax dispute resolution are different with the time in Civil Procedure Act without any logical reason. For instance, the taxpayer or the Tax Affairs Office can file a complaint with the Supreme Tax Council, within one month from the date of serving the final decision of the Board of Settlement of Tax Disputes while this time in Civil Procedure Act is 20 days about Supreme Court. With the change of technology, it sounds that the lawmakers can move towards decrease and standardization these periods of time. Second, there is a pre-trial stage where the tax assessment notice is issued and served on the taxpayer, he may, in case of being unsatisfied therewith, apply personally or through a plenipotentiary attorney to the Tax Affairs Office. The relevant responsible officer shall review the case, after recording it in the respective register. If the taxpayer and the officer reach an agreement in most dispute cases but some dissatisfactions remain, taxpayer has the right to overlook agreement and bring the case to the boards. We suggest removing the possibility of reconsideration in boards about those parts of dispute resolution between taxpayer and tax officer in pre-trial stage and both sides must undertake their agreements. Another suggestion is about selecting tax judges. Every Settlement Board of Tax Disputes shall consist of three persons from three different institutions. One of them is a judge from the judiciary, whether active or retired, who plays a key role in making the decision, but there is no requirement that he has experience in tax issues or he has passed tax courses. Thus, the process of selecting judges must change. The fourth challenge is related to the rights to protest for both taxpayer and the representative of Tax Affairs Office. Firstly, the representative of Tax Affairs Office can lodge an appeal against the decision of the primary Board of Settlement of Tax Disputes. This right can be limited to the representative of Tax Affairs Office. Furthermore, the right of the taxpayer in the stage of the Supreme Tax Council can be limited with respect to Article 2 (Right of appeal in criminal matters) of Protocol Number 7 to the Convention for the Protection of Human Rights and Fundamental Freedoms. We recommend predicting the amount of tax in order to removing the Supreme Tax Council competence to hear the protests of taxpayers if their taxes are fewer than that amount. Finally, Direct Taxes Act predicted a board with specific features called Article 251 (bis) board. In case of final taxes subject to this Act and indirect taxes that are not capable of being reviewed by any other authority, if the taxpayer submits a complaint to the effect that the tax is unfair and provides sufficient documents and evidence to that effect and applies for reconsideration of the case, the Minister of Economic Affairs and Finance may refer the file of the case to a board composed of three persons, whom he shall nominate personally. The decision of the Board shall be conclusive and enforceable when rendered by the majority. This process does not have a clear mechanism and there are no specific regulations which explain how it works or how its members should be selected. We suggest removing this board or create regulations to clarify the mechanism of it and its competence limits to some specific cases.

Abstract Introduction Due to the important role that managing director plays in managing a private joint stock company, increasing clarity of the scope of his or her ​​authority is important. This is while on the one hand, the ambiguity, brevity, and sometimes vacuum in the laws, and on the other hand, the divergence of views in the legal doctrine, has deepened the ambiguity of the aforementioned scope. Therefore, reinforcing the managing director's position as the executive lever in the economy's most popular form of the commercial companies, that is, the private joint stock company, requires the delineation and highlighting of his authority. The nature of the managing director's powers from the point of being inherent or delegated, the limitations on those powers, and the status of the encroachment from the drawing scope, in response to the latter two questions, are the most important leading questions. Theoretical frame work This study on the one hand highlights the scope of the powers of the managing director (generally and in varying assumptions) and on the other hand explains the restrictions imposed on those authorities. Finally, the assumption of managing director’s encroachment from the scope of his or her authority and the effects of this action, has been analyzed. Methodology This study attempts to answer the main questions of this research based on the descriptive-analytical method by criticizing and analyzing various statutes, regulations, cases and legal doctrines and sometimes with a comparative study of French law. Results & Discussion The board of directors by giving over the necessary authorities to the managing director provides for him the possibility of practical managing. These authorities are limited to the items that the board gives the managing director over in the process verbal of choice of him or in a separate contract. Despite this, it is possible that the article of association considers authorities and limitations too. In this case, the board cannot decrease or increase those authorities. In addition of mentioned limitations, there are other limitations that is imposed by law to the authorities of managing director. Although, for being valid the actions of managing director, it is necessary for him to observe the scope of the determinate authorities whether by law, by article of association or by board of directors, however, except the limitations that is imposed by law, and always is opposable against third parties, limitations imposed by the board of directors and the article of association can be opposable against third parties if they have been published. If these limitations are not published, it must be considering these limitations in opposable against third parties and must be consider the actions of the managing director outside the mentioned scope valid toward third parties. Conclusions & Suggestions Contrary to the powers of the Board of Directors, which include all the powers necessary to govern the affairs of the company, the principle is that the manager director has no authority and his or her powers are limited to the Statute and delegated by them. Representation behalf the company and the right to sign of the manager director as defined in Article 125, does not mean that these rights are monopolized by the CEO, but rather by the powers conferred on him by the Board. It is natural that such a delegation does not deprive the delegate of its right. In addition to the limitations that the Board may impose on the manager director, certain statutory restrictions on the Board's powers also limit the scope of the manager director's powers. These limitations are sometimes to prevent the manager from abusing the authority and sometimes to the principle of separation of powers. Despite these restrictions, the manager director may go beyond his powers and take actions outside of his delegated powers. Among these restrictions, the restrictions imposed by law on the powers of the manager director, such as the specific powers of the general assemblies and the board of directors, transactions, as well as acts that the manager director is prohibited by law, such as obtaining a loan or credit from company and the observance of the subject matter of the company in the assumption that the subject matter of the company constitute the domain of its capacity, due to its reflection in the law and the assumption that everyone is aware of the law, must be opposable to third parties. In contrast, those limitations on the manager director's powers may be in opposable to the third parties that have not been issued or published by the board or general assembly. In fact, the legislator, using the legal entity of in opposability, while discrediting these types of actions by the manager director, has considered them valid in the eyes of third parties in good faith. It is natural that in opposability sanction that properly gathers two apparently conflicting interests, is more appropriate than other sanctions. Because the said sanction, while validating and affirming the limitations of the manager director's authority, discredits it to third parties, it thus protects the interests of third parties while maintaining relationships between shareholders, managers and company.  

Abstract International arbitrators to determine the law governing oil investment contracts believe in opinions and theories to explain their nature and the enforcement of the law even in cases where the parties have identified the predominant law which suggests their compliance with purely theoretical classic or academic revised opinions. Apparently one cannot bound to a fixed theory on the nature of foreign investment contracts in oil upstream sector. Each contract is created under its own terms and in a specific legal system, taking into account the needs of the parties and the prevailing economic conditions. Usually, during the pre-contract negotiations, the parties are informed of the amount of need, conditions and economic situation of the other party and, accordingly, follow the process of concluding the contract. In determining the nature, the extent of the role of each of these cases must be determined. Therefore, in this paper, in contrast to the various doctrines about the nature of these contracts, the theory of "flexible contracts" is presented. Thus, the view of oil contracts in a spectrum of nature rather than a specific nature compatible with any contract can be surveyed and explained. This flexibility is not abandoned, and it has a leg within the regulatory order of the host state. This theory can, by examining the legal and economic factors that compel the parties to conclude a contract, not only to capitalize on the legal issue based on the external realities of the market but also to reduce the impact of noneconomic factors. Research Method The research method used in this study is the description and examination of the prevalent theories with an analytical approach along with the critique of these theories. And considering all the basic and effective elements in the nature of upstream sector of oil contracts, through a logical standpoint to the status of capital exporting countries and host countries of capital, the theory of Mokhtar or the preferred theory has become rationally investigated. Results and Discussions Need of oil-rich countries for capital, management and technology services and modern technology of major oil companies (For more information, see: Library of the Institute for International Studies on Energy, 2001: Vol. 3: 645-601) and the readiness of oil companies to invest in huge oil resources and contribute to those resources to reduce the seller's risk and the use of high investment benefits in energy sources, the oil-rich countries and major international oil companies have been compelled to conclude major contracts in the upstream sector of oil. These treaties have raised serious developments in international law. All of which seeks to play the role in demanding the financial rights derived from contracts concluded between the companies (transnational corporations or multinationals) and the state institutions of the host countries. In some cases, these relationships lead to differences between the parties and, consequently, refer to the official arbitration centers or issue case judgments (Mohebbi, 1995: 385-446). The judges had to determine the nature of the contracts to resolve the legal disputes so that they can find a lawsuit verdict. These legal conflicts have occurred in cases of confiscation, nationalization or unilateral termination of the contract (Mohebbi, 1996: 9-70). The contracting states, referring to principles such as "the principle of self-determination", which many lawyers consider it as the most fundamental principles of the jus cogens (Tunkin, 1957: 208) and also the famous principle of "the permanent right of nations to rely on all resources of underground wealth and economic activities"; the principles that were repeatedly expressed and emphasized in the resolutions of the General Assembly and some other United Nations organs, especially paragraph 1 of Article 2 of the Charter of the Rights and Duties of the Countries which make their works being legitimate (Alidoosti Shahraki, 1990). Large oil companies did not remain silent. In response, they put forward ideas such as the theory of the acquired rights and "the principle of pacta sunt servanda" which is more or less a theoretical basis for foreign companies to be entitled to compensation in exchange for expropriation (Sonarajah, 1986: 171). Investigating the claims of the parties and their legal reasons gave rise to different opinions about the nature of these contracts between the international arbitrators. This difference between the judges of the internal courts of the host country of the capital at the stage of consideration or execution of arbitration judgments created different opinions which also spread to academic legal circles. Some in this legal battle have tried to support the countries that own oil and gas reserves. And others who have become more popular in their views have argued for the benefit of large oil companies. Having regarded the state of the capital exporting countries and host countries of capital, the author should adopt the theory of flexible oil contracts in upstream sector of oil. Conclusions & Suggestions Having major oil companies with advanced management and technical services and their ability to explore, develop, produce and extract oil with high standards and Maximum Efficient Recovery (MER) will encourage them to conclude a contract with the host government. The high cost of doing these things is not usually either in the capacity of the host government or the host government prefers to spend its finances on infrastructure that does not encourage the private sector. The host government's strategy and its need for modern international oil companies and the acceptance of the cost of the project by them will make the host government of the capital that owns the oil reservoirs to award concessions to the opposite side. On the other hand, the host countries, by developing a legal regime that meets the needs of the country, tries to guide the foreign investor to the realization of the goals that his legal regime is based on. The realization of this goal is another factor that compels the capitalist countries to award the international contractor. The fact that these contracts are for the satisfaction of the public interest of the host country and that the government may take action to change or terminate it is accepted by the investment companies which is also accepted in international arbitration judgments; But the signing of the contract by the managing director of the state company and approval by the parliament or the Council of Ministers or without the involvement of the representatives of the government is effective in interpreting the contract and the lack of consideration of its legal effects may lead to irreparable damage. It seems that, given the degree of awarding advantage by the host country or the contracting party, which is based on the analysis of the terms of the contract, in particular the terms and conditions contained therein, and the type of contract that may be of a concession, partnership or service, the nature of the contract may be clarified. Therefore, given that each contract is in certain circumstances, it can be said that for foreign investment contracts in the upstream sector of oil, one can not give a firm view of their nature. Each contract is created under its own conditions and in a particular legal system, and the extent of the role of each of the aforementioned principles in determining its nature should be examined. Therefore, the author termed this idea as "the theory of flexible contracts", in order to examine the nature of the matter in accordance with its principles and its own context. This nature can benefit from the broad spectrum of private domestic contracts or public-to-international contracts.

Abstract Introduction
Due to the high rate of inflation in Iran, which itself is caused by various factors, our legal system and judicial procedure has faced the problem of devaluation of money and how to compensate it for many years. To solve this problem, the legislator has limited and incomplete solutions in Article 522. In order to compensate for the decrease in the value of money and Article 1082 BC. It has provided for the adjustment of Rail dowries. In particular, in the case where the sale is void due to the merits of the seller and the non-enforceability of the owner and the seller of the invoice must return the price to the buyer, how the seller undertakes to reject the price due to devaluation has always been a matter of debate. This problem becomes more acute when a few years have passed since the transaction and then it is discovered that the seller belongs to another and the owner of the transaction does not enforce it. In this case, the purchasing power of money and its value has decreased due to high inflation and the return of the same nominal value seems unfair. In particular, the buyer is deprived of the minimum interest of his money which is in the possession of the prying seller and he has benefited from it, because if the customer had invested his price in the bank, he would at least receive the profit from his participation at the rate of inflation rate, and it is possible that the profit on account of the participation would be more than the inflation rate. In addition, due to rising prices, the buyer will have to pay a much higher price to buy similar financial goods, and therefore, the idea of compensation is necessary. The vote of procedure No. 733 of the Supreme Court seeks to resolve these issues; But it itself adds to the doubts and ambiguities and has many shortcomings and flaws.
 
Methodology
In the present study, descriptive and analytical research methods have been used and the method of collecting information and data is library. Also, the issue has been analyzed from a jurisprudential, legal and judicial point of view.
 
Results & Discussion
Paper currencies are of a special nature today and, unlike gold and silver, are of no intrinsic value; they are only of credit value, and the banknote is the only representative of money. Therefore, the value of today's money is its purchasing power and its exchange power. According to this analysis, the debtor's debtor must return to the creditor the value equivalent of what he has received in order to fulfill his obligation, and the mere reimbursement of its nominal value, if the purchasing power of money has decreased, does not absolve him of liability. So, what he owes in addition to the nominal value of money in terms of inflation is not an excess of his debt, but the fulfillment of the principle of his commitment, the value of which is diminished and compensated for by an amount equal to the rate of inflation. Accordingly, the devaluation of the currency differs from that of usury, as well as the damages for late payment, and its compensation must be accepted as a general rule.
 
Conclusion and Suggestions
According to the provisions of the vote of Procedure No. 733 of the Supreme Court, the prying seller should simply return the price in terms of "devaluation" and is not responsible for the increase in property prices. The General Legal Department of the Judiciary also commented in 2015 that the devaluation of the price in the vote of procedure No. 733 is calculated based on the Central Bank's index. This is while was predicted compensating for the devaluation of money as a general rule, before the vote of procedure in Article 522. The only advantage of the Unity of Procedure vote is that the conditions set out in Article 522 are not necessary to compensate for the devaluation of the price. Of course, this innovation is not very noticeable, because the volatile bond must return the price according to the rule of iodine guarantee, and the condition of the claim stipulated in the mentioned article about the reduction of the value of the price is automatically eliminated. In addition, "damages resulting from price increases", which were the main differences between Branches 3 and 11 of the Court of Appeals of West Azerbaijan Province, in the unanimous decision of the procedure has been compensated for the reduction of money laundering and thus, demanding price differences and daily prices. The prying scales are out of the scope of the vote. Therefore, in order to compensate for the difference between the contractual price in terms of inflation rate and the current day price, the general rules of coercive guarantee and Article 391 BC must be applied to the general rules. It turns out that the existing rules make the said damage compensable, because the buyer is deprived of having a seller by the invalidity of the sale, and this is a certain benefit to the detriment of custom, and therefore, the loss agent must compensate the said loss. The criterion for calculating the amount of compensable loss is basically the same, that is, the difference between the price and the price of the day should be calculated and paid according to the seller; however, conventional predictions of individuals and special conditions of the seller must also be considered. Therefore, it is suggested that the legislature of Article 522. Corrects and considers the devaluation of money as absolute and even without the conditions stipulated in this article. Also, the judicial procedure considers the damages caused by the increase in prices to be compensable based on the findings of the present research.
 

Abstract  
Extended Abstract:
Introduction
Many governments use the Privatization process to promote their economic system. This process can have a great impact on banking sector. The need for a research in Privatization’ programs, implemented by many developed countries, is felt today more that ever before.  In the state-owned banking system of Iran, there are only 4 banks which are considered as “private banks” The next phase of the privatization of the Iranian banking system will shift a wide range of state-owned banks to the private banks.
There are many ways to privatize, and each country has its own set of methods depending on the economic structure and type of enterprises. The most common methods of privatization in the world are:
a. Offer shares to the public
b. Offer shares to specific groups
c. Separation of unit's subject to transfer to smaller units and transfer of ownership or management
d. Attracting private sector participation in new investment required by governmental units
e. Transfer of Management or Lease of Assets
The beneficial effects of privatization can only come from properly implemented privatizations. The key is how to privatize?
The World Bank recommends in a circular for privatization: The legal framework of the country should support privatization in two respects: First, there may be laws required in the process of preparing banks for privatization and transactions; Second, the overall legal environment should be one in which newly established entrepreneurs can access credit, and compete on an equal footing with the remaining government.
There are three types of transfer methods in Iran:
a. Sales through the public offering of stock in domestic or foreign stock exchanges
b. The complete sale or supply of block shares through public bidding
c. Complete sale or block sale through negotiation
Theoretical frame work
This article will examin different challenges of implementing the privatization process to provide the most adaptable privatization model for Iranian banking system So, what are the legal requirements for the privatization process in a way the banks can benefit from this process? 
Methodology
This research is under the study of public economic law. From this perspective, although from a methodological point of view, this field does not analyze economic phenomena, the framework of formative interpretations of conventional legal rules in traditional and sometimes Iranian civil law will not be considered.  This is because the legal tools of public economy include a wide range of legal regulations and practices and various issuing authorities and focus on the interrelationship of economics with realistic law. In other words, the banking law system created in the context of economic law, will focus more on managerial and sometimes non-legal analysis, which is defined in line with legal and economic issues.
Results & Discussion
Nowadays, the function of privatization has become a tool to create a complex ownership structure in privatized banks. While government is taking control of the transferred banks, the process of privatization seems to be far from being realistic. Having said that, the process of privatization can be realized by reducing the role of the government in economic activities and promoting the efficiency and productivity of the banking system. However, it is important to bear in mind that the banking system in Iran is still under control of the government. Therefore, it is important to examin the nature of governance in the privatization process. Generally speaking, privatization of enterprises should take place through the public offering. But when there is no purchase after two auctions, privatization is permitted through negotiation and after the board approvals.
lack of capacity of the non-government sector is the main reason for the privatization process of the banks that happens through any other ways rather than public offering. But, in such an economy where its main part is dominated by the public sector, how small private sector can take control of the large public sector? The challenges experienced in the first wave of privatization showed that failure to use proper privatization methods can have a devastating effect on the future of the banking industry. Therefore, choosing the right method for privatization is very important. In our country, the privatization of banks not only has not reduced the economic problems, but also has increased the problems of the banking industry and the national economy. Therefore, we need to use this experience and apply alternative ways to reconsider the privatization process and empower the private sector in a way that it becomes the dominant part of the banking industry.
Conclusions & Suggestions
Privatization takes place through transfer of ownership and management Due to the lack of sufficient liquidity for the buyers in the country, the first method was not successful.  In this regard, the transfer committee has decided to privatize the banks in the first wave of privatization through non-public offering. However, it has not achieved the goals of privatization. On the other hand, regarding different challenges of the Iranian bankning privatization we can considere changing of methdoes and approaches at this field in both regulatory system and the banking actors. For the last one, it could happen by downsizing of banks through the transfer of assets and subsidiaries, as well as the use of bank management transfer methods to empower the private sector for buying. bank shares.

Abstract With the development of international trade and disputes, international arbitration has expanded as a method for dispute resolution. One of the main challenges in arbitration is the failure of parties to submit documents and evidence, which can affect the adjudication process. In such cases, arbitral tribunals use the tool of adverse inference to draw conclusions against the non-producing party based on the absence of evidence. This tool allows arbitrators to maintain balance in the arbitration process and prevent potential misuse.
The application of adverse inference is subject to specific criteria, including the existence of prima facie evidence, the non-producing party's access to the documents, the relevance and materiality of the missing evidence, and the party’s awareness of its obligation to disclose the requested documents. However, arbitral tribunals exercise caution in using this tool. Case studies have demonstrated that adverse inference can play a significant role in determining the outcome of a case.
The authority of tribunals to apply adverse inference may have different sources, deriving either from arbitration rules or the inherent powers of arbitrators. This tool is not only effective in the decision-making process but also encourages parties to disclose information, enhancing transparency in international arbitration.

Abstract Smuggling in Iranian criminal law is infraction or economic crime. Smuggling by false statements and documents is a kind of smuggling crimes. Complexity of economic affairs, lack of legal analysis about the constituent elements of this crime and new adoption of these statues make analysis of this crime inevitable. Smuggling is defined in law dictionary as: “import or export of goods illegally for example without paying customs” (Curzon, 2002: 392). Smuggling is a crime and in various statutes and bills in the Islamic Parliament such as the bill of “Establishment of Anti-corruption Agency” is named as “economic crimes”. One of the most important types of smuggling as discussed in this article is smuggling by false statements and documents. The main problem of this issue is the definition and the elements of forming this crime. This crime does not fit the crime of smuggling in common definitions (Pazhooyan, 2006: 46/ Jafari Langroodi, 1998: 51) Because in this crime essentially a commodity may not enter or exit. So only offering and presentation of False Statements and Documents make the action of the person smuggling. On the other hand, definition of smuggling refers to the laws that in them some acts are considered smuggling or has the smuggling sentences, while the purpose of definition basically is to demystify the terms. So, in definition, the term should not refer to the laws. According to the description above, the definition of this kind of smuggling is: “submitting false documents or declaration to customs on arrival or departure of the goods or vehicle, so that there is a possibility of harm to state.” The legality of crime and punishments principle implies that actus reus and mens rea must be determined in statutes (Sadeghi, 2014: 57). In Iranian law, smuggling by false statements and documents are criminalized in various laws: Paragraphs "a", "b", "c", "d", "c", "d", "e", "f", "g" of article 2 of the act of “combating smuggling of goods and exchanges”, articles 93 and 94 and paragraphs “a”, note of "b", "c", "d", "e", "f", "g" of article 113 of “customs act” and the article 24 of the “health promotion of administrative system and anti-corruption” act. On the implementation of the act committed by legal provisions, first we must refer to “combating smuggling of goods and exchanges act”, since it is enacted earlier than other statutes. Then we recourse to the “customs act”. However, it should be noted that none of the customs act articles have explicitly or implicitly been abrogated by “combating smuggling of goods and exchanges act”. In the third level, if the act is not subject of the penalties set forth in one of these two laws, we must refer to the article 24 of the “health promotion of administrative system and anti-corruption Act”. The actus reus of most crimes has three components: physical behavior set of conditions and circumstances and results. Physical behavior of this crime is a submission of the false documents, false declaration or non-declaration. The criminal responsibility of who made omission is based on a duty to act, but he has not fulfilled its duty (Sadeghi, 2013: 31). Among the conditions of this offense, four conditions are all important: First, the documents or statements must be false. The term “false” means contrary to the fact which may be in the material or content of the documents. Submission of false documents or declarations to the competent authorities (Ahmadi, 2012: 81) and being the subject of smuggling the goods or vehicle are the second and third terms. The possibility of harm to government revenues is the fourth condition in committing this crime. This crime is a conduct crime and merely false declaration and submission of false documents may form this crime, whether the goods or vehicle exit from the customs organization or not. It is also sufficient to commit this crime by any mens rea and makes no difference whether the documents or statements are untrue deliberately or unintentionally. It is called “strict liability crimes” that some jurists believe that may happen without any men rea or fault (Goldouzian, 2007: 414/Sadeghi, 2014: 435). Attempt to crime in smuggling by false statements or declarations are considerable, in spite of the view of some jurists (Noorbaha, 2005: 223/Ardabili, 2013: 316). Methodology This article by analytical method, on the basis of literal and conceptual interpretation of the articles of smuggling by false statements and documents in the various regulations, study the constituent elements of this crime. Also, domestic judicial decisions and legal practices in some countries are applied to explain this study more. Results and Discussion As a result, it is safe to say that the legal element of this crime sporadically are some articles in several regulations. This crime has strict liability and committed by action and omission. The false document or statement, its submission to authority, goods or vehicle issues and possibility of loss to the state are the terms that should be considered in formation of this crime. Strict liability of this crime makes demonstration of mens rea needless.

Abstract Introduction The concept of negative externality is one of interdisciplinary phrases that has been discussed in the field of economic sciences since the last decade of the 19th century. In the following decades, this concept gradually entered the law literature. Although, in nature, it lies within the economic discussions, its main relationship to the field of law is because of the fact that this issue is linked to individuals’ “ownership and responsibility” and negative externality is a clear example of individuals’ responsibility that is necessary to be reflected upon to economize the means of fighting with it. In Iran, one of the few documents that has mentioned the issue of negative externality is the “Wastes Management Act”. In this document and its executive regulations, the legislator has considered the legal arrangements for confrontation with negative externality and has mentioned the tools for this purpose. Theoretical Framework The theoretical basis of using the tools can be discussed from two economic and legal perspectives. From an economic perspective, the justification for using tools should be sought in the word "economizing". From the legal perspective, on the other hand, the basic justification for the use of tools ought to be searched in the concept of “right”. Methodology In the present article, economizing the tools of fighting against externality in the "Waste Management Act" was investigated from the perspective of public law using a descriptive – analytical method. Results and Discussion The concept of externality has two aspects: positive externality or external benefit and negative externality or external cost. In the present article, the negative aspect of externality has been discussed. Negative externality is the external consequence of the conditions caused by production or consumption, which is incurred upon a third party in the form of costs, without being reflected in the market price of the goods or services and without the third party having been satisfied with this situation. But what is the relationship between negative externality and legal issues? The answer is that if an action is related to individual, collective and social rights and leads to the violation of these rights in any way, in this case this issue lies within the scopes of law. As it was mentioned above, In Iran, the most common document in the field of common or public goods related to negative externality is the Waste Management Act and its executive regulations. There are three types of tools to deal with negative externality: voluntary, compulsory and combinatory, which can be briefly named the “VCC” model. Voluntary tools include "family and community", "volunteer organizations" and "private markets". A detailed examination of this act and its executive regulations revealed no voluntary tools. Compulsory tools include "regulations", "government corporations" and "direct supply". It can be observed that using the regulatory tool has been used in various forms and it can have a considerable effect on general policy makings. The "direct supply" tool has been used in a limited form. But "government corporations" tool has not been explicitly mentioned. The Most common forms of the combinatory tool include: "information and advice", "subsidies", "auction of property rights" and "taxes". "Information and advice" tool has been used at a reasonable level although its implementation method may be a matter of controversy. On the one hand, the use of the subsidies tools has not been adequately addressed and, on the other hand, the legislature has not paid any attention to the tool of property rights auction. Finally, that green tax tool has not been seriously attended to by the legislature. Conclusions: The results from this study indicate that although the mentioned act is the most important measure taken by the legislator for identifying the negative externality in the Iranian legal system. At first glance, it seemed that because this act is the latest legislative action for confronting the effects of negative externality, it has been approved in response to the current needs of the society. However, it was found in the present article that this act has not been successful at least in the area of application of tools. Accordingly, it should be stated that, first of all, in this act, in the framework of the Iranian legal system, the concept of responsibility has been founded upon responsibility based on fault and, as a result, suffering parties of negative externalities will have a difficult and, sometimes, impossible task in proving "causality”. Second, by understanding the new realities of social life, the law−maker should think of some mechanisms to economize the tools and use new tools for facing the negative externalities. Third, the law−maker could properly use appropriate tools for changing “waste” from “garbage” to an “economic good” using the master key of “recycling”. Suggestions It seems that considering the two economic and legal perspectives, some suggestions can be made in the area of voluntary and combinatory tools as follows: − Development and extension of private markets tools: In the area of voluntary tools and within the framework of economic logic, the best mechanism for waste recycling garbage is "economic valuation" for the wastes. The most important combinatory tool supporting private market tools is the Green Taxes. − Changing the approach towards the two institutions of ownership and civil liability.

Abstract The development of international law has obliged the states to observe the principles and customs of International law in their intenational relations. Economic Sanction is the one of them. It is used as a political tool but discussed as an legal issue among the international law issue. There are three approcch on this issue ( economic sanction) first strict legality approach second relative legality and the third is non-legality approach. Although the security council has tried to develop the relative legality approach but the intenational economic law and righ of developmet intenational law prefer to support the non-legality approach.

Abstract This article Identifying the effect of competition law on productivity growth, by using a panel data for developing countries. For this purpose, the dynamic panel models have been used to estimate relationships between variables and, the generalized method of moments (GMM). fixed effects and random effects are estimated. The evidences show that the effect exhibits an asymmetrical pattern depending on the stage of development for each country. For the poor and less developed countries (LDCs) whose institutional frameworks cannot exceed a threshold level, competition law has a very limited effect on changing economic activity, and its legislation is neither harmful nor helpful in terms of market competition or economic growth. As to the developed countries (DCs) and middle-income LDCs, although their institutional frameworks have passed the threshold level, the effect of competition law on growth still depends on the law enforcement efficiency of the government. Without an efficient enforcement scheme, a stronger competition law not only cannot support productivity growth, but might also slow down the potential path of growth.

Abstract This paper aims to study the relationship between intellectual property and patent and economic growth in Islamic countries for the period of 1990 – 2010. This theoretical basis of the model is constructed on economic growth models in 1990s. The technique which we employed is the index of patents to measure the impact on economic growth. To analysis this relationship we use “Pedroni Cointegration” method and FMOLS estimation. The results indicate that intellectual property and protection of patent has a positive and significant impact on economic growth. Furthermore, it has been found a casual relationship between degree of economic openness, ICT, human development and economic growth. Hence, we conclude that the more protection of intellectual property the more economic growth.

Abstract Based on the current approach, to ascertain and enforce the sanctions in law is one of the exclusive functions of governments. But the deeper examination reveals that many transactors prefer non-legal sanctions. At first glance, this self-enforcement mechanism seems to be contrary to legal fundamentals. Therefore, these sanctions are contested in law. This article is an attempt to consider a new approach. The article represents the multi- faced concept of sanction and tries to outline obvious reasons for preferring non- legal sanctions. The article focused on soft law because in this new branch of law, the honor of obligations is based on reputational cost and not coercive third- party mechanisms. As a result it is safe to say that in spite of what is accepted in traditional legal theories, compliance of obligations is widely influenced by non- legal sanctions.

Abstract In this paper, we focus on the new draft article 479 of the Commercial Code concerning single-member company and reviewed the legal perspectives of this matter. The reasoning, advantages and disadvantages, and necessary safeguards of this institution are investigated and through a comparative study the most important rules of acceptance of this type of company is reviewed. The terminology , ambiguities in the matter of establishing this type of company, its management and the order of responsibilities of single-member company are discussed. It is explained that single-member company is not limited to family companies or newly established companies, but also may involve the joint stock companies as well if meeting some criteria. Moreover, essential elements (factors, aspects) for accepting Single-Member Company, as well as the advantages and disadvantages (pros and cons) are discussed. Single-member company is a type of company which has only one member either it is a limited liability company, or any other type of company. This company can be legally founded originally at the beginning of its establishment, or when all the shares of a company are transferred to one person/member and the number of the members/shareholders reduced to one. In Islamic law each individual is responsible for his/her on debts and responsibilities and establishing a single-member company to shuffle off responsibility is against this law. This issue can be answered this way that the ruler already waived the aforementioned law by accepting the principal of limited liability and joint stock companies. Founding a single-member company was in agreement with some votes in England before it was accepted by European Commission. Establishing single-member company may be connected with some other legal institutions/organization which not taking these organization in account may hinder reaching a comprehensive overview on this matter, therefore, investigating this issues is also considered. In this paper it is assumed that accepting a single-member company, limiting its organization to a limited liability is not the case. This study was carried on by studying the accessible references. It is shown that accepting this type of company in Iran law should be through applying some safeguards and clarifying some ambiguities. The following conditions seem necessary to be considered in this matter: 1- Accepting single-member company should be with respecting and providing the security of the third parties rights in order to minimize misusing and abusing. An important safeguard is piercing/lifting (looking or peeping behind the company, disregarding the corporate entity or personality) veil of company issue which accurate explanation of this issue is with high importance. The doctrine of piercing the corporate veil facilitated holding directors liable for corporate debt. Nevertheless, the doctrine is not a separate cause of action. Directors are bound by fiduciary duty, duty of loyalty and duty of care and skill to the corporation and its shareholders. However, there is not such a contractual relationship between directors and creditors. Thus, requiring directors to compensate creditors should be justified on tort law. In the Iranian, French and American legal systems, fault-based liability is the cause of action for directors' liability. The author found that in piercing cases, directors' liability follows the traditional rules of fault-based liability unless specified otherwise by statute as strict liability. 2- Single-member company can be included public or private joint-stock companies, and limited liabilities companies with regard to the fact that the purpose of establishing these companies is to assets analysis partner (owner) single partner company is now considering a distinctive personality which only can be reached through the aforementioned companies. Hence, the new Commercial Code article’s point of view on the acceptance of single-member company in the form of a limited liability company can be criticized. 3- Considering the fact that granting permission on establishing single-member company have been considered by the legal system therefore, it is recommended that founding certificate for this type of company be restricted to government related companies, and if there would be a positive feedback after this trial, then the permission for individual can be granted. It is due to the fact that the third-party rights and public order requires that this issue be treated with great caution. For example, accepting this type of legal personality should be restricted to providing appropriate with the government bail; or the property of the owner and the company should be considered as one not as separate things (which is in opposition with limited liability). It is also important that the legal quorum of companies that lose their partners, to be considered. Therefore, it is suggested that if such a case occurred for limited liability or joint stock companies a proper recovery time is considered in the law. .

Abstract Real estate is the most important economic asset of any society whose entry into the economic cycle has a considerable impact on the development of the country. Stability of real estate rights has effect on the owner's ability on the entry of its real state to economic cycles. This stability will motivate investment in real estate section. The stability of real state rights as well as identifying of the objective rights in the real state have effects on the ability to achieve the financial markets, supply and exchange of property on the market, and affect the real estate transaction costs which have a vital role in the development of real estate transactions. Hence, markets, where real estate is exchanged, want to design a system to detect and determine real state rights; a system which allows the exchange of real state with lower transaction costs because the increase in the volume of property transaction has the inverse relationship with the "transaction cost". "Transaction costs" in the field of real estate is a matter of debate and a lot of effort has been made to explore different aspects of it in the legal systems of other countries. However, despite its importance and its impact on the development of the property market, enough attention has not been paid to this concept in the Iranian legal system. Thus, attention must be paid to the following two factors: 1. the concept of transaction cost, on the one hand 2. The inverse relationship between the volume of real estate transactions and transaction costs, on the other hand. Given these two factors, it is necessary to review the environmental and human factors of transaction costs in the field of real estate transactions in two stages, i.e., before and after the conclusion of the transaction. Additionally, it raises the need for legal solutions to remove or reduce environmental and human factors. This paper analyzes the concept of transaction costs, particularly in the real estate market. This article examines the causes of transaction costs on the basis of economic theory in two stages, i.e., before and after the conclusion of the contract. The paper examines environmental and human factors that create these costs in both periods. In this study, the specific characteristics and differences of real estate with other assets are considered and after determining these attributes in real estate, it was concluded that the land registry system convert assets into capital. With this system, real estate transactions are impersonal. Land Registry System performs this function through the following two functions: (1) Identifying and defining property rights and guaranteeing the stability of property rights (2) The legal protection of those rights. As a result, property registration reduces transaction costs and has impact on the environment and human factors of costs. The property enters the economic cycle through this system. This research reviews both personal and objective systems of registration of the Land Registry that are used worldwide. In this study the legal functions of the registration system are emphasized and their effects on transaction costs are analyzed. This study shows that, despite some shortcomings, the use of objective registration system in combination with the cadaster in Iran provides access to the goal. In Iran, Land Registry's system is a legal entity with functions that can affect the performance of the property market and reduce "transaction costs". In addition, this system increases the volume of these transactions and their "economic efficiency". Registration system determines property rights and protects those rights against trade risks. Land Registration System collects the information and data about real estate and their rights and makes it possible to achieve this information and data for concluding the deal on the market. This system intercepts asymmetries and distortions of information and thereby eliminates the "uncertainty" and "complexity" of transaction. It eliminates "opportunistic behavior" and cheating "parties" that increase transaction costs. In addition, Land Registry System provides legal protection of registered property rights and it cannot be violated. As a result, it controls "bounded rationality" of the parties that is another factor in increasing transaction costs through reduced claims and risk. Of course, creating a land registry system imposes the costs to the government (the cost of creating and maintaining land registration system) as well as parties (inquiry fee, tax costs, registration fees such as notary fees and costs of registration of property rights in registration system, etc.). These costs themselves are the transaction costs. However, it is desirable as long as these costs are less than the costs caused by the lack of the existence of such a system.

Abstract The main principle governing any contract is freedom of contracts. A contract may contain restraint or a limitation clause for one or both parties. Franchise is a complex and detailed contract having different limitations along with its subject matter. In the case of franchising, the tying product is till' franchise itself and the tied products are the supplies the franchisee must purchase to operate his business. Product tying is the practice of selling one product or service as a mandatory addition to the purchase of a different product or service. In legal terms, a tying sale makes the sale of tying good to the de facto customer conditional on the purchase of a second distinctive good (the tied good). Tying is often illegal when the products are not naturally related. It is related to but distinct from freebie marketing, a common and legal method of giving away (or selling at a substantial discount) one item to ensure a continual flow of sales of another related item. The tying doctrine has generally been applied to franchising in cases in which the franchisor's licensing of his trademark or name was conditioned on agreement by the prospective franchisee to purchase additional products from him (A New Approach, 1981, p. 1271). Some kinds of tying, especially tying created by contract, have historically been regarded as anti-competitive practices. The basic idea is that consumers are harmed by being forced to buy an undesired good (the tied good) in order to purchase a good they actually want (the tying good), and so would prefer that the goods be sold separately. The company doing this bundling may have a significantly large market share so that it may impose the tie on consumers, despite the forces of market competition. The tie may also harm other companies in the market for the tied good, or who sell only single components. The main question that arises is as following; is it legal for franchisors to have purchase requirements or tying agreements? In 1970, Congress enacted section 106 of the Bank Holding Company Act Amendments of 1970 (BHCA) known as the anti-tying provision, which is codified at 12 U.S.C. § 1972. The statute was designed to prevent banks, whether large or small, state or federal, from imposing anticompetitive conditions on their customers. Tying is an antitrust violation, but the Sherman and Clayton Acts did not adequately protect borrowers from being required to accept conditions to loans issued by banks, and section 106 was specifically designed to apply to and remedy such bank misconduct (Tying (commerce), https://en./wiki/Tying_(commerce) ). In the US, both the Sherman Antitrust Act and Section 3 of the Clayton Act have considered tying sale from the view of competition. We can use this legal context for developing Iranian competition and consumer protection law. In this paper, we are discussing one of the prevalent restraint clauses in franchise contracts. This survey is done thorugh doing a comparative study on the law of the United States and Iranian competition law. A tying sale makes the sale of one good (the tying good) to the customer conditional on the purchase of a second distinctive good (the tied good). While the courts have usually considered such pricing arrangements as an extension of monopoly from the market for the tying good to the tied-good market, economists have generally rejected this view, preferring instead to view the tie-in from the perspective of alternative hypotheses.

Abstract In spite of widespread efforts on the part of Iran to develop a non-oil-dependent economy, experts believe that the prominent position of oil and petroleum products in the Iranian economy, particularly in relation to import/export operations is still undeniable. The main purpose of this study is to emphasize that the presence of a country in the international trade arena is significantly influenced by the legal regime governing the import/export of such products. On the other hand, it is inferred that oil, rather than being an economic commodity, is a political one, and this explains why it is the focus of attention in many states with oil-based economies. Despite the fact that scholars have not paid much attention to the legal regime governing customs import and export so far, it is imperative that the opportunities, barriers and requirements of the  Iran's presence in the dynamic sectors of the oil trade (including exports and imports) globally with respect to the regime Internal law be investigated. Failure to pay attention to the oil export sector makes the economy more vulnerable to these fluctuations, and this can affect the stability of the financial market and foreign exchange rates. According to the existing resources, since the theory of relative superiority is based on the basis that a country is specialized in the production and export of goods that can produce the product at relatively low cost, this should lead to the encouragement of the production and export of goods. The obvious application of this theory in Iran is the production and export of petroleum products, because the production of petroleum products can be done at a very low cost with regard to crude oil resources in Iran. The legal regime governing import/export of petroleum and non-petroleum products also pinpoints many differences in terms of tax exemptions and export incentives.  Over the past few years, the World Bank Business Unit has been exploring the business environment in different countries and has used 10 indicators to measure business environments in the country, the eighth indicator of which is foreign trade. The company measures the three factors that businessmen are facing to trade in different countries in order to measure the ease of trade and how customs operate in different countries. These factors are: 1. Costs for clearance or administrative procedures; 2. When they are doing business; 3. The number of steps to be taken and the number of documents that must be prepared; in fact, this indicator is the indicative of the efficiency of customs in different countries. According to the World Bank's rating based on the ease and difficulty of transnational trade in the countries of the world in 2017, Singapore was ranked first, Afghanistan was ranked 183th and ranked last, and Iran was ranked 120. One of the most important problems in the customs system of Iran is the large changes in customs regulations and regulatory instability, which causes not only traders but also customs officials themselves to be confused and ambiguous. Regarding comparative law, since it seemed reasonable to learn from legislative experiences in other countries, particularly those countries with economic conditions similar to those in Iran, the author investigated the legal regimes practiced in the field of import/export. Certain measures adopted by some of the studied countries to create economic advantage were of particular interest: for instance in Brazil, an international airport is allocated for the transportation operations required for the import/export of petroleum products in the United States, the detailed legislation in compliance with natural resources is enacted; in the European Union, serious efforts are being adapt to  international trade rules, Especially in Turkey, tax exemptions for /export of the specific products, and apply  , the concept of “Single Trade Window” in Singapore has been implemented for creating economic advantage. Similar measures can also be considered in Iran for the purpose of improving the present economic situation in the country. In the economic justification for the reduction of trade barriers, it can be included that if a country reduces trade barriers, its economic benefits will not only come to its trading partners, but also the country itself will benefit from this decline because its consumers are cheaper and better. And manufacturers in the country will also be more competitive through competitive pressure. It should be noted that the sensitivity and importance of this in the export of petroleum products to countries has led to identifying the tools and factors in it and attempting to expand exports. Regarding oil and oil products, the undeniable capacity of a country is in fossil fuel transit which improves its position in the oil market. Iran's position on oil transit routes is unique, and it is essential that this capacity is investigated and  full use. .

Abstract Regulation is a modern concept which has emerged out of and evolved in the context of economic development in general and the relationship between market and government in particular. It signifies a different meaning with the past. Even nowadays we are faced with various meanings of regulation within the economic legal systems; meanings that have moved away from its early definition, and hence, it is necessary to make it clear what we mean by the term in our academic analyses. However, regulation is about managing the relationship between government and economy (especially the market); an issue with which legal and economic systems have grappled since the early days of industrial economy. Market has always swayed between two theories of government interventionism and non-interventionism. It could be said that the idea of market dominated over the orthodox economy up to the 1929 crisis. With the outbreak of this crisis, the Keynesian theory found the upper hand in the economic systems, which defended government intervention in the monetary system and labour market. After three golden decades since the end of the World War II and along with the occurrence of the 1970s crisis, the idea of the market efficiency and necessity of reduction of the government intervention therein gained currency. In this situation, where the Keynesian theory had started to lose its prevalence, governments lost important monetary and fiscal instruments. Post-1970s era has increasingly necessitated determination of the state-market relationship. Various economic schools and theories have taken shape in this era. Regulation is indeed one of the concepts with which theoreticians have grappled with. Some of the scholars in the field of regulation consider government as a preliminary example of intervention in the market, while some other take it as one among many intervening institutions. All of them, however, agree that the nation state and international regime are among significant and complementary elements to a functional economy and help the economic growth. Having taken into consideration the history of this era and the related theories, it may be concluded that nowadays there is no doubt about the necessity of government intervention in the market and economy. All in all, there is a consensus on this point that a lack of mechanism of managing the state-market relationship would harm all the actors involved in the field, a fact that finally damages the national interest, and causes serious economic and social losses. In other words, the controversy now revolves around the boundaries of such an intervention and regulation of market by governments. Given the developments occurred over the 19th and 20th centuries, it seems that the state-market relationship is not of an absolute domination of government over market or a random and haphazard regulation of the institute. The aim of regulation of market and economy – which requires government intervention in diverse ways, particularly by passing and enforcing laws and bylaws – is to enhance the efficiency and functionality of economy in various industries and jobs, on the one hand, and monitoring them with the purpose of helping correction their failures, such as environmental harms, risks exposed to the society and the labour, exploitative pricing, unfair competition, on the other hand. In this regard, in order for regulation to be effective and meet its aims, it is not only necessary to designate various meanings of the term at different levels, so that appropriate instruments may be selected for each level, it is also crucial to determine and know very well the scope and target of regulation in a precise way. No doubt, legal regulation, in both particular and sub-particular levels, can be effective by relevant sanctions. At any rate, regulation implies various meanings and is of diverse levels. That is, regulation finds different meanings in different fields, and hence, requires different instruments. Therefore, in the first step, in this realm, we need to deal with the concept of regulation. On the basis of the above points, this essay, by briefly dealing with the history and necessity of regulation, aims to explain three meanings and level of the concept of regulation and existing approaches to the issue. To explain, from among various kinds of regulation, such as the social and cultural one, we only deal with the regulation of market, industries and jobs. At the firs level, the general one, regulation means any enforceable social control. At the second level, the particular one, regulation implies government intervention in the market system. At the third level, the sub-particular one, regulation signifies intervention in economy and market by legislation. It is clear that regulation in the second and third meanings relates to the relationship between government and economy/market. It is worth mentioning that, under the Iranian legal system, “Law of Implementation of General Policies of Article 44 of the Constitution” include the second meaning of regulation as it shows legal regulating of the economy by legislation. In contrast, directives or bylaws issued by the Competition Council and rules passed by the Organization of Radio Communication Regulation are instances of the third meaning of regulation.

Abstract The intermediary and representation in the capital markets means that the persons cannot trade directly and it is necessary to trade through brokers. At the same time, the legal nature of brokerage and consequently the rights and obligations of the interface is less clear, and lawyers have not obeyed vision unite. Some lawyers know the nature of this act as a "broker" and some of them analysis it based the Article 10 of the Civil Code and other groups have separated the Stock Exchange and the Commodity Exchange. In this regard, according to the officials responsible for the performance of contractual obligations by the brokers behind the third party, the agency for all transactions is more acceptable theory and in terms of legal analysis, brokerage operation under the general title "representation" is known and if the dealer does not manifest itself in transaction, to his party, he is free on referring to him.

Abstract Transferable Letters of Credit and Back-to-Back Letters of Credit each play a fundamental role in financing contracts where an intermediary acts between the main buyer (applicant) and the supplier. Depending on the circumstances and considerations, in some cases, back-to-back letters of credit, and in others, transferable letters of credit provide stronger protection for the rights of the parties involved in the letter of credit process (applicant, beneficiary, and issuing bank). Transferable letters of credit offer advantages, including lower costs and faster processing, but they also have drawbacks. For instance, they can only be transferred once, and the risk of disclosing information about the main suppliers constantly threatens the first beneficiary (seller). On the other hand, opening back-to-back letters of credit requires more time and expense. However, given its significant flexibility compared to transferable letters of credit and due to their effective role in maintaining the confidentiality of information regarding the main suppliers, they are considered more suitable for some players in international trade. In this article, using an analytical-descriptive method, the advantages, disadvantages, risks, and challenges associated with each of these letters of credit are analyzed and the points of divergence between the Iranian legal system and international regulations in this regard have been examined. It is concluded that, under the current economic conditions of Iran and the existing trade and banking restrictions on Iranian merchants, The use of back-to-back letters of credit is more desirable for expanding exchanges, ensuring commercial security, providing liquidity, and facilitating transactions.

Abstract Introduction: World trade organization (WTO) introduces “ trade in services” as the most dynamic segment of international trade. Developing countries and transition economics have played an increasingly important role in this area. The WTO’s General Agreement on Trade in Services (GATS) is the only set of multilateral rules covering international trade in services. While services account for an overwhelming share of overall economic activities, “offshore outsourcing” in the service sector being, formed many decades ago, seems to be an important issue for lots of countries. This article concentrates on surveying “offshore outsourcing” mode of supply in comparison with four modes of supply that are mentioned in GATS. Empirical analysis on the mode of supply in offshore outsourcing is very limited. Theoretical Framework Business structures and economic entities responded to change in technology by relying on outside entities to perform various functions. In the past years, only the manufacturing and manual labor-based functions were susceptible to outsourcing in foreign countries. Today, advancement in communications, technology, transportation, and free trade has widened the range of functions that can be sent to the overseas vendors. Lawmakers have acknowledge that offshore outsourcing may involve issues related to privacy, labor rights, intellectual property, immigration, environmental protection, taxation, export controls, and national security. One of the important issues in the field of service sector of economy is the mode of supply in service. Methodology At the very early stages of the emergence of “offshore outsourcing” phenomenon, professionals from different areas of science were attracted to the impacts of this process on the world economy. The Organization for Economic Co-operation and Development (OECD) has published different works on offshore outsourcing aspects. In this research, the descriptive method has been used in defining and introducing offshoring and trade in separate services as well as an integrated economical processes. However, at the core of the research when the writer is developing new concepts about the modes of supply in offshore outsourcing and re-interpreting the existing modes of supply, the conceptual analysis as the, method of research is used. In both parts, the documentary and publication research method is used to gather data. Results and Discussions: The way or modes of supply in offshore outsourcing is not exactly according to one of the four modes of supply in GATS. It has different reasons, some of them I think refer to the economic theory called “ the three-sector theory, while some others are related to” the integrated nature of this economic process. GATS identifies four different ways or “modes” of supplying services. As for many services, remote supplying is impossible, the first mode is not often taken but in offshore outsourcing of financial services, telephone centers and some other services that can transfer via the wire or wire less technology and do not need to face to face connection, offshore outsourcing is possible and quite common. The second mode is the most liberalized one in terms of commitment, while the third mode is more open and has the largest share in global value chains. However, offshore outsourcing in manufacturing has more similarities with mode (3).Mode (4) that refers to presence of persons of one WTO member in the territory of another for the purpose of providing a service is not common in offshore outsourcing. Mode of supply for offshore-outsourcing in the service sectors seems a lot more complicated than the four existing modes of supply of services in GATS. For a service to be effectively produced or delivered, the proximity between the consumer and the supplier is often a necessary condition.Thus, in addition to cross-border supply (mode 1), GATS also covers cases where consumers move outside their home territory to consume services (mode 2- consumption abroad), and cases where suppliers move to the territory of the consumers to provide their services, whether by establishing a commercial presence abroad (mode 3), or through the presence of natural persons (mode 4). Conclusion Our studies and findings in this research show that the intervention of contractual relations and outsourcing of business activity or other services from one company to another across countries define the special and synthetic nature of the mode of supply. The most simple way of supplying services in “offshore outsourcing” is in accordance with the first mode of supply. However, in the proposed offshore outsourcing production, the mode of supply is more complex and synthetic. In fact, the service provision in offshore outsourcing, specially, in producing sectors, is partly the result of consumption in the country of origin and partly the exportation of the offshore destination country. This is the distinction between the offshore outsourcing from foreign investment and the reason of complexity of the mode of supply of services. As a result, studies on the different factors of the offshore outsourcing of services will be critical and fruitful for the future of the economy and its regulations

Abstract From the view point of jurisprudence and civil code, and according to what has already been inferred, we have seen in the judicial procedure in the event of the deception, the deceived person (usually the plaintiff) is limited to one of two options: "termination" or "maintaining the contract". Thus, a difference in the value of the subject of transaction cannot be demanded if termination of the contract is not plausible for the deceived person. The deceiver, could not, however, prevent the termination of the contract by paying the difference in value of the disputed subject.  Economic analysis while preserving justice demands a strategy that must be adopted and to be presented a new plan; formulating a rule that can impede the termination of the transaction by asking for or paying the price difference and to move on in accordance with the principles of Pact Sent Servando and retention of contract, which is rooted in economic custom and the community's desire for stability and security of contracts. This line of argument has been initiated in the judgment of the Court of Appeal of Markazi Province, where the court heard the claims of the price difference from deceived person (judgment number 9609978617000383, 22 November 2016). This is a wise view that seems to be against the established principles of Iranian law, but the economic and fair analysis of the basis of the judgment and some jurisprudence and legal trends confirms that.  The innovative effort of the Court of Appeal of Markazi Province has not yet been reported in judicial procedure. Judicial procedure is even more important in the law-based legal systems, because in the face of economic developments and customary precedence, new ways are found that lead to better and more meaningful compensations, namely the maintenance of contract and the economic equilibrium of both parties. The question arises as to why the deceived person should control the termination of the contract and acquire the economic value of the subject of the date of the contract at deceiver expense? We know that the value of property in the majority of cases increases over time. In this case, if the deceived person is not able to compensate the difference between the actual price and the contract price, he will actually be losing and the Pacta Sunt Servando is also distorted. From a legal point of view and with respect to proper economic considerations, the contract should remain and prevent the revocation of documents, because compensation of the deceived person is a solution that results in more efficiency. The result that the deceiver must adhere to that.  It is noted that lawyers are used to traditional systems and principles, especially procedural laws in the current century with more than a thousand years history (in jurisprudence) regarding deception and so, change is not always welcomed. In particular, the fundamentals of the right to terminate are not so much strictly linked with economic developments, whilst the courts have a little information about these developments. In this case, it is difficult to change and re-design the basic principles. The analysis of some academic lawyers is that the right to revocation of the contract is based on the implicit condition and some based on the rule of Prohibition from harm. It seems that the preference should be given to the recent rule and the provisions of civil code should be justified on this basis, because this is based on economic analysis and, for example, if the base of the deception is for the compensation of the damages, why paying the difference between the price cannot be prevented from dissolving the contract? Some jurists and legal professors answer this question positively but this time, a judicial procedure has also come into force which recognizes the right to receive money in return for payment. In economics, there is a theory of "exchange cost", which includes those unforeseen costs which are imposed on the other party due to the non-compliance of one of its obligations. In other words, the costs of the exchange are those that parties incur in the process of economic exchange to define and guarantee their property rights. It will include the cost of obtaining information about the seller and the buyer and the quality of the goods or the service that is exchanged, the costs of contract and oversight of the opposing party and, most importantly, the costs of defining property rights and ensuring the enforcement of these rights. Such analysis also affects the foundation of deception. In economic developments, instead of insisting on the technical rules of the contract and its dissolution instruments, solutions move toward balance and efficiency. However, when efficiency gains are prioritized over the rule of abuse of the right, one hopes that contracts change the way to balance and better compensate for the weaker (deceived) party and flexible and efficient rules replace those which are technical and non-flexible.