DEFENITION AND-NATURE OF STATUTORY (ACTUAL) MERGING OF CORPORATIONS

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TAFRESHI M.I.; BEYGI HABIBABADI A.

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Journal: Year:2001 | Volume:17 | Issue:1 (33) Page(s): 79-92

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Information Journal Paper

Title

DEFENITION AND-NATURE OF STATUTORY (ACTUAL) MERGING OF CORPORATIONS

Author(s)

TAFRESHI M.I. | BEYGI HABIBABADI A. | Issue Writer Certificate

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Abstract

The actual or statutory merging of corporations which is between two or more corporations and requires the dissolution of the merged corporation or corporations without liquidation and transferring or assets and liabilities of them to the merging corporation, is a new phenomenon in the contractual relations. In American Law, courts are split on the nature of actual merging. Some of them viewed that it is similar to the sale of assets of merged corporations, others have held that the transfer is not a sale and the parties haven't any role in the transfer, but rather the assets and liabilities are transferred by operation of law. In UK, courts believe that actual merging is not a sale, as some of American courts do. In Iranian Law, Commercial Act is silent on this issue. But there are some regulations about some of public corporations, including banks and insurance companies, and cooperative companies which resemble American Law. With respect to the legal nature of actual merging, this performance is encountered many difficulties, even though it may be analyzed under some of the contracts provided in the Civil Act. Because first, in our Law, dissolution without liquidation is not permitted. Second, transfer of liabilities of merged corporation requires innovation. Third, the stock of shareholders is not transferred without their consent. We conclude that it is necessary for the Iranian legislature to enact proper regulations about the merging of corporations preferably, as American law.

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APA: Copy

TAFRESHI, M.I., & BEYGI HABIBABADI, A.. (2001). DEFENITION AND-NATURE OF STATUTORY (ACTUAL) MERGING OF CORPORATIONS. JOURNAL OF SOCIAL SCIENCES AND HUMANITIES OF SHIRAZ UNIVERSITY, 17(1 (33)), 79-92. SID. https://sid.ir/paper/13313/en

Vancouver: Copy

TAFRESHI M.I., BEYGI HABIBABADI A.. DEFENITION AND-NATURE OF STATUTORY (ACTUAL) MERGING OF CORPORATIONS. JOURNAL OF SOCIAL SCIENCES AND HUMANITIES OF SHIRAZ UNIVERSITY[Internet]. 2001;17(1 (33)):79-92. Available from: https://sid.ir/paper/13313/en

IEEE: Copy

M.I. TAFRESHI, and A. BEYGI HABIBABADI, “DEFENITION AND-NATURE OF STATUTORY (ACTUAL) MERGING OF CORPORATIONS,” JOURNAL OF SOCIAL SCIENCES AND HUMANITIES OF SHIRAZ UNIVERSITY, vol. 17, no. 1 (33), pp. 79–92, 2001, [Online]. Available: https://sid.ir/paper/13313/en

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