Comparative Study of the Legal Status and Position of the Chief Executive Officer in Commercial Companies: Codification and Reform of Relevant Regulations with Reference to the Commercial Laws of Iran, the United States, and England

Abstract

The Chief Executive Officer plays a central role in the governance and legal functioning of commercial companies, serving as the primary executive authority responsible for managing corporate affairs, implementing strategic decisions, and representing the corporation in legal and commercial relations. Despite the universal recognition of this role, the legal status and institutional position of the CEO vary significantly across legal systems, reflecting differences in legislative structure, doctrinal development, and corporate governance traditions. This study aims to analyze comparatively the legal status, authority, and institutional position of the CEO in commercial companies under the commercial laws of Iran, the United States, and England, and to identify legal gaps and propose reforms to enhance the clarity and effectiveness of executive governance in Iranian corporate law. The research adopts a doctrinal and comparative legal methodology, examining statutory provisions, judicial interpretations, and corporate governance principles governing executive authority. The findings reveal that while U.S. and English corporate law provide relatively clear and coherent frameworks recognizing the CEO as an institutional corporate officer with defined authority and fiduciary responsibilities, Iranian corporate law continues to exhibit doctrinal ambiguity regarding the legal nature and institutional status of the CEO. This ambiguity affects corporate governance effectiveness, executive accountability, and legal certainty in corporate transactions. The study concludes that recognizing the CEO as an institutional organ of the corporation and establishing clear statutory provisions governing executive authority, fiduciary duties, and accountability mechanisms are essential for improving corporate governance in Iran. The proposed reforms would strengthen legal certainty, enhance investor confidence, and align Iranian corporate law with international corporate governance standards.