The Legal Nature of Merger of Companies; A Comparative Study in Imamiyah Jurisprudence, Iranian and Egyptian Law

Document Type : Original Article

Authors

1 PhD student of Private Law at Razavi University

2 Assistant professor at Birjand University

3 Associate professor at Allameh Tabataba'i University

Abstract

Merger is a process lead to dissolution of company without liquidation by combination of a company with an existing company or creating a new company by combination of two or more companies. merger is a new phenomenon in Iranian law, which leads to Accumulate of capitals, increase in the economic power and productivity of commercial companies. there are different perspectives, about the legal nature of the merger agreement, although, from some point of view, the merger is a simple and non-binding plan, From the perspective of most of trade lawyers, merger has a contractual nature. However, there is no single approach to the nature of the merger contract. Some have considered it a preliminary contract, and others described it as a suspended contract. Despite attempts to adapt the merger to a specific contract, there is some uncertainty about the type of contract that the merger corresponds to and it described as a sale, hawala, Complex contract of sale and novation and private contracts under Article 10 of the Civil Code. In the this descriptive-analytical article, while reviewing these views, we concluded, based on legal and juridical principles, that although the merger of companies has a contractual nature, but none of the specific contracts are applicable with it, and it is a private contract under article 10 of the Civil Code And since the extension of its effects to third parties is also by law, there is no conflicts with the privity of contract principle.
 

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