The Balance Between the Powers of the Board of Directors and Minority Shareholders’ Rights in Iraqi Joint-Stock Companies: A Study in Light of Corporate Governance Principles.

Jasim, Mustafa

doi:10.69513/jnfls.v3.i1.a7

The Balance Between the Powers of the Board of Directors and Minority Shareholders’ Rights in Iraqi Joint-Stock Companies: A Study in Light of Corporate Governance Principles.

https://doi.org/10.69513/jnfls.v3.i1.a7

Volume 3, Issue 1
Winter 2026

Pages 71-81

Document Type : Original Article

Author

Mustafa Jasim

College of law\ Samarra University

Abstract

This study addressed the issue of protecting the rights of minority shareholders in Iraqi public joint-stock companies. It aimed to assess the adequacy of the legal framework in achieving a balance between the broad powers granted to the board of directors and the rights of minority shareholders. The study reached a central conclusion that the traditional Companies Law entrenches a structural imbalance in favor of the majority, whereas the corporate governance rules derived from the Securities Law have introduced a qualitative shift by imposing transparency and accountability. However, these rules remain insufficient due to the absence of decisive enforcement mechanisms. Accordingly, the study presented a key recommendation calling for legislative intervention to amend the Companies Law and explicitly provide for a “derivative action” system, thereby granting minority shareholders an effective judicial tool to hold negligent management accountable on behalf of and for the benefit of the company, as well as to deter any potential abuse by the majority.

Keywords

Corporate Governance

Minority Shareholders

Public Joint-Stock Company