نوع مقاله : مقاله پژوهشی
نویسندگان
1 استاد، دانشکده حقوق، دانشگاه شهید بهشتی، تهران، ایران (نویسنده مسئول) hr-nikbakht@sbu.ac.ir
2 دکتری، دانشکده حقوق، دانشگاه شهید بهشتی، تهران، ایران
چکیده
کلیدواژهها
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عنوان مقاله [English]
نویسندگان [English]
Abstract
The Securities Market Act of the Islamic Republic of Iran, enacted in 2005 (1384 AH), originates from extensive comparative legal research. Its foundational framework is notably influenced by, and to some extent reproduces, the “Model Law on the Securities Market” adopted in November 2001 by the Interparliamentary Assembly of the Commonwealth of Independent States (CIS). It is important to note, however, that the CIS Model Law itself was born out of comparative legal studies. Consistent with this model-driven approach, the draft Iranian Act initially defined “insider information” as: “Internal information: any information related to securities or its issuer that may affect the trading of such securities, provided that it has not been disclosed to the public.” This definition draws heavily from Article 32(1) of the CIS Model Law, which states: “Insider information is any undisclosed information concerning securities, transactions involving such securities, or the issuer and its activities, the disclosure of which could significantly influence the market price of these securities.” However, a review of the legislative history of Iran’s Securities Market Act reveals that the final definition of “insider information” in Article 1(32) was ultimately based on, and aligned with, Article 1(1) of Directive 2003/6/EC of the European Parliament and of the Council, dated 28 January 2003, concerning insider dealing and market manipulation (market abuse), rather than paragraph 1 of Article 32 of the Model Law on the Securities Market of the Inter-Parliamentary Assembly of the Commonwealth of Independent States. Per Article 1(32) of the Securities Market Law of the Islamic Republic of Iran, “Inside information” is defined as “any information not disclosed to the public that directly or indirectly relates to securities, transactions, or their issuer and, if disclosed, would impact the price or the decision-making of investors regarding trading such securities.” With minor modifications, this provision essentially adopts the wording from Directive EC/6/2003, indicating Iran’s implicit reliance on European legal concepts and standards. Interpreting the Iranian legislation through the lens of EU regulation can provide valuable insights, especially considering that insider information is comprehensively addressed in Regulation (EU) No 596/2014 on market abuse. Leveraging this modern regulation offers a basis for aligning Iranian enforcement practices with international standards. Both Article 1(1) of Directive EC/6/2003 and Article 7(1)(a) of Regulation (EU) No 596/2014 define “insider information” as: “precise information which has not been made public, relating directly or indirectly to one or more issuers or financial instruments, and which, if made public, would likely have a significant effect on the prices of those financial instruments or relevant derivatives.” Ultimately, the capital market health is compromised by the abuse of insider information, which undermines investor confidence. The primary rationale underpinning securities regulation is the promotion of informational symmetry among market participants, enabling each investor to make informed decisions regarding the purchase or sale of securities. This objective relies on the premise that disclosed information must possess the capacity to influence security prices meaningfully. Consequently, laws pertaining to the capital market strictly prohibit the misuse of insider information. This study examines three core issues related to “inside information” through a comparative analysis of European Union law: (1) Constituent Elements of Insider Information: including “any undisclosed information of a precise nature,” “a direct or indirect relation to securities, transactions, or the issuer,” and “a significant effect on prices or investors’ decisions.” (2) The Affirmative Obligation to Disclose: encompassing “types of information requiring disclosure”—including periodic and ad hoc disclosures, “timing of disclosures,” “possibility of delay,” and “disclosure quality.” (3) Prohibition of Insider Information Abuse: addressing “types of prohibitions,” “persons subject to restrictions” (primary and secondary holders of insider information), and “the legal validity or invalidity of transactions based on insider misuse.” In conclusion, this analysis affirms that Iran’s approach of integrating foreign legal systems—particularly European Union norms—into the drafting of its Securities Market Act was largely successful. Nevertheless, effective comparative law application requires a nuanced understanding of domestic legal foundations and an avoidance of mechanical copying. This article is a clear example of practical application of comparative studies in enhancing regulation quality in capital market. Notably, where Iranian legislation did not explicitly mirror EU provisions on confidential information, corresponding directive regarding information disclosure for issuers registered with the Stock Exchange Organization—were subsequently incorporated into national instructions, therefore Iranian securities regulations are fully aligned with European documents.
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