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arunavcd · Apr 26, 2006, 06:16 AM

Hi,

Can anyone give me some useful sites where I can find the topic MINORITY PROTECTION under Company Law?

Thanks in anticipation.

Fr_Chuck · Apr 26, 2006, 04:40 PM

I guess one has to ask, what country are you in, Austria, United Kingdon, France>

Next what minority, racial, religious and so on.

Next company "law" is normally only company policy and each company will have its own policy. Often in the US, there are Federal and state laws about discrimination, which offers protection in most US companies.

arunavcd · Apr 26, 2006, 09:35 PM

Please, If you don't know, Don't Answer...

You have done it twice...

Thanks

Fr_Chuck · Apr 27, 2006, 06:01 AM

If you refuse to give enough information to allow a person to answer, then it is merely your fault. I have a background in minority rights and the civil rights movement but your question can not be answered as asked, not with a valid or good answer as to its background.

You are asking poor questions. If this is some homework question, you still have to give some background.

Ok, basically let is say this is in Iran. There is no law to protect any minority within the company struture.

Ok there is your answer for that nation.

arunavcd · Apr 27, 2006, 11:15 AM

Thanks a lot for your reply...

Well... I am not talking about any particular country.

I am talking about the Topic MINORITY PROTECTION IN A COMPANY.

I mean the country where MINORITY PROTECTION exists.

It should be UK based even though I am in Malaysia.

What is Minority Protection? What are the remedies which go against the case of FOSS VS HARBOTTLE? What are the alternative remedies?

These are the basic questions that would be in the topic. I think You get My Point.

Thanks in anticipation...

Fr_Chuck · Apr 27, 2006, 11:46 AM

A better question would have been with respect to UK law what are minority shareholders rights to protection within a company. The term "minority" refers to different things to different people, in my world any use of the word minority would refer to a racial, sexual or religious reference.

With that aspect there are 100's of pages on Foss Vs Harbottle on the net.

Exceptions to the rule have developed where minorities can bring a 'derivative action' (a term originated in the United States) on behalf of themselves and all the other shareholders (except the wrongdoer) against the wrongdoers, joining also the company as a defendant. One of such exceptions is where there is allegedly fraud on the minority and the wrongdoers are in control of the company (Burland v Earle [1902] AC 83 at p 93).

Prudential Assurance Co Ltd v Newman Industries Ltd (No 2) relied on by the plaintiffs was a derivative action. It appears clear from that case that before such an action is allowed to proceed, the defendants are entitled to ask for determination as a preliminary issue whether the plaintiffs have established a prima facie case:

xiang1409 · May 7, 2006, 02:25 AM

Maybe you can try tis website... http://www.univie.ac.at/bwl/ieu/lehr...protection.pdf
Hop can help u...
Anyway did you heard before thePark v daily news case law...
Because I need it...

Hope can get the answer as soon as possible...
Because I oso doing minority protection assignment...
Mayb v both can discuss...
And I from malaysia too...
The case law that I mention is under the exception of foss v harbottle wan...
So hop you can help me to unstd the case law...
Anyway thx~~
Hop can get the answer as soon as possible~~~

arunavcd · May 7, 2006, 08:17 AM

May I know which college are you studying in?

xiang1409 · May 8, 2006, 01:59 AM

I from S.I.T international technology college...
So how about u...
Did that website help you ah??

arunavcd · May 21, 2006, 05:25 AM

The website helped me, thanks...

Anyway, I am from the same college...

xiang1409 · May 21, 2006, 08:02 PM

Same college??
Really ah??
OMG~~~
Hehe...
Den by the way who are you ah??
U oso having same company law class izit??
Haha~~:rolleyes:

hsahthegreat · Apr 24, 2009, 11:49 PM

Minority protection case foss vs hartbottle

dyla_lala88 · Mar 22, 2011, 08:47 PM

May I ask u about right and protection of minority shareholders application in malaysia.
Whre can get this answer.. could u help me..

AK lawyer · Mar 22, 2011, 10:01 PM

As an American lawyer, I will readilly admit knowing nothing about Maylasian company law (or, as we would call it, "corporation law"). But for minority protection, I suggest you first look at the "company" statute in that country, probably available online.

tounoni · Feb 26, 2013, 03:35 PM

Exceptions to the Rule in Foss v Harbottle

1. a. Where the company does an illegal or ultra vires act.

General rule is that if a wrong is done to a company only the company being a legal person can sue. (Foss v Harbottle)
To this general rule there are exceptions
A member can seek an order of injunction or a declaration to restrain the company from performing an illegal or ultra vires act, so in this case, the will of the majority cannot prevent the member from maintaining an action.The plaintiff will be the company (derivative action by the minority shareholder)
This exception allows the member to declare the act void after it has been performed. In Parke v. Daily News [1961] 1W.L.R. 493, the controlling shareholders wished to distribute the whole of the purchase price to be realized from the sale of the company's business among the employees who would become redundant. A minority shareholder obtained a declaration that such an ultra vires gift cannot be made from the company's assets. Note however that this exception has been modified in many countries to the effect that such a distribution may not be declared illegal as the directors of a company are to consider the interests of employees in their decisions and the majority may also alter the company's articles to legitimise this type of distribution.