Analysis of the Civil Liability of the Securities and Exchange Organization Toward Shareholders: A Comparative Study with the Legal System of the United Kingdom
Keywords:
stock exchange organization, Civil liability, shareholders, comparative law, England, compensation, market supervision, information transparencyAbstract
This article analyzes the civil liability of the Securities and Exchange Organization (SEO) toward shareholders through a comparative study of the legal systems of Iran and the United Kingdom. In capital markets, the SEO functions as a regulatory authority, bearing responsibilities such as oversight of transactions, dissemination of accurate information, and enforcement of regulations. Negligence in performing these duties—including the release of inaccurate information, unlawful suspension of trading symbols, or inadequate supervision—can give rise to civil liability. In Iranian law, the liability of the SEO is grounded in principles such as no harm (la zarar) and causation (tasbib), whereas in the UK legal system, regulatory bodies such as the Financial Conduct Authority (FCA) protect investor rights through more robust mechanisms. The comparative analysis reveals that in Iran, shareholder claims are generally pursued through general courts and the Administrative Court of Justice; however, these proceedings face challenges such as the lack of specialized tribunals and prolonged litigation processes. In contrast, the UK legal system facilitates compensation through mechanisms like collective actions and professional liability insurance. Moreover, the FCA plays an effective role in indirectly protecting shareholders by supervising information transparency and preventing market abuse. The findings of this study indicate that enhancing transparency, accountability, and the specialization of adjudicatory bodies in Iran could improve the accountability of the SEO and increase shareholder trust. Additionally, adopting the UK’s successful practices in compensation schemes and market oversight may offer a viable path for reforming Iran’s legal framework.
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