چکیده:
The evolution of the commercial world has created securities that, although different in nature from commercial instruments, commercial practice has partially recognized their abstract nature. Securities have undergone a change in nature in two different time stages; in the issuance stage, they represent a debt right, and in the transfer stage, they represent a real right and are subject to the governing regulations. However, wherever special regulations are needed, these regulations must be foreseen for them. Consequently, the analysis of transactions involving these securities in both the Romano-Germanic and Common Law systems is based on the contract of assignment at the issuance stage, and in the stage of their circulation in the economy, based on the Staple rule in Common Law and the 'Appearance' rule in the Romano-Germanic system. In Iranian law, an analytical-logical approach and the use of the 'Rule of Prohibition of Denial After Admission' have been used to justify the regulations governing transactions involving these securities.
خلاصه ماشینی:
In this article, the author, while explaining the legal nature of securities with a focus on company shares as quasi-commercial instruments, intends to introduce the justifying institution for the transfer of these instruments.
Instruments for which this characteristic is accepted in the laws of some countries, including the United States and England, include checks, promissory notes, and bills of exchange, and instruments for which commercial practice requires the application of this characteristic include company shares and bearer bonds (2-www.
In some countries, including the United States, nominative company shares also have one of the aforementioned conditions; meaning that commercial practice recognizes the characteristic of abstraction with slight differences compared to commercial instruments, regarding transactions of company shares, including in the case of Macmillan v Bishopsgate Investment Trust plc 2- which we will refer to.
Although paragraph 24 of Article 1 of the Securities Market Law approved in 1384 (2005) defines securities as follows: “Any type of document or paper that contains financial rights transferable to the owner of the asset or its benefit…” and this raises the suspicion that the term securities includes both commercial instruments in the strict sense and shares of listed companies and other “valuable” securities, it goes on to stipulate: “…the ‘Council’1 will determine and announce tradable securities.
In the theories presented in English and German law in the eighteenth and nineteenth centuries, it was argued that quasi-commercial documents are properties of a special kind; meaning that these instruments are categorized in a third category and called circulating rights 1, they are not tangible, but rights created by market participants to circulate and be transferred in liquid markets (1.
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