Corporate Responsibility in the Acquisition and Takeover of Competitor Assets: A Framework of Commercial Law and Competition Law

Abstract

This article examines the legal responsibilities of companies in the acquisition and takeover of competitor assets, focusing primarily on the Iranian legal framework. It explores the intersection of corporate law and competition law, emphasizing how Iranian regulations balance corporate freedom with public policy objectives. The study highlights the role of the Law on the Execution of General Policies of Principle 44 of the Constitution (Principle 44 Law), which integrates privatization, national economic policy, and socio-economic considerations into the oversight of mergers and acquisitions. The Competition Council (Shoraye Raghibat) is identified as the central authority responsible for monitoring and enforcing compliance, empowered to review transactions, impose administrative, civil, and criminal remedies, and ensure that acquisitions do not undermine market competition or the public interest. The article examines the specific responsibilities of companies in Iran, including disclosure obligations, protection of minority shareholders, prevention of abuse of dominant positions, and cooperation with regulatory authorities. Remedies for anti-competitive conduct are analyzed across administrative, civil, and criminal dimensions, illustrating a multi-layered enforcement system closely aligned with Principle 44 objectives. Comparative insights from the European Union and the United States provide context for understanding the strengths and limitations of the Iranian approach. While EU and U.S. frameworks emphasize market competition and consumer welfare, the Iranian model uniquely integrates socio-economic development and public policy objectives into corporate acquisition oversight. The article highlights both the strengths of this integrated approach and areas for improvement, including enhancement of technical capacity, procedural clarity, and transparency. Ultimately, the study concludes that the Iranian legal framework offers a distinctive and policy-oriented approach to regulating acquisitions of competitor assets, ensuring that while companies retain freedom to transact, their activities remain consistent with national economic goals, market fairness, and public welfare. The integration of Principle 44 and the oversight role of the Competition Council exemplify a harmonized model in which corporate governance, competition law, and public policy converge to support sustainable economic development.