Legal Analysis of Treasury Shares in Iran’s Capital Market with Emphasis on the Nature of Shares

Abstract

The practice of purchasing shares by the same company is forbidden according to Article 198 of the amended Commercial Code. Pursuant to Article 28 (par. B) of the Act on Removing Barriers to Competitive Production and Improving Financial System of the State passed in April 21st, 2015, the generality of the above-mentioned prohibition was repealed and hence this practice has been legalized under the name of “Treasury Shares” for the companies listed on the Stock Exchange or OTC markets if they comply with certain conditions. Although the legislature has accepted treasury shares (without giving any definition of that), this legal concept is subject to numerous legal and regulatory challenges. The controversial issue is the analysis of the shares’ nature and the correlation between the shares and the company; since in treasury stocks, it is the company which acts as the contractual party with the shareholder. It seems that only by regarding the share as a tangible asset could we justify treasury shares, and other perspectives have failed to do so. In this paper, various points of view have been examined in regard to shares’ nature by an analytical-descriptive method and its impact on the treasury shares’ analysis has been observed, and on that basis, we have enumerated the treasury shares’ features.

Keywords

• securities
• stocks
• treasury stocks
• corporations
• trade law. jel classification: e51
• g23