Minority Protection

Corporate democracy is reckoned with the number of shares one has, which has an effect on the number of votes. The persons in control of the majority can abuse their power, which may lead to minority shareholders suffering a loss. Some protection has to be afforded to them. In this background comes the rule of judicial non-interference in the matters of company.
The true test of corporate governance is the manner in which the majority addresses minority interests. All shareholders equally contribute to the conscience of the body corporate. But, the corporate democracy is reckoned with the number of shares and not with the number of individuals
involved. Thus, there is a certain power on the holders of a majority of shares and a possibility that this power may be abused. Various approaches have been taken to check this abuse by courts and legislatures. A major principle relating to majority rule and shareholder protection was brought in Foss v. Harbottle, which spoke of judicial non-interference. Courts refuse to interfere in the management of the company at the instance of a minority of its members who are dissatisfied with the conduct of the company’s affairs by its board of directors, or by or under the direction of the members of the company who control a majority of the votes which may be cast at its general meetings. Exceptions to this rule were simultaneously evolved, inter alia, on grounds of fraud on minority, ultra vires action, control in the hands of wrongdoers and oppression and mismanagement. Some of these exceptions are not logically deducible from the principle, and are either the result of historical accident or of a conscious desire by the courts to exclude the rule when it works unfairly.
This research study concentrates on two main problems. The first is the obscurity and complexity of the law relating to the ability of a shareholder to bring proceedings on behalf of his company. The second main problem on which we focus in this research study is the efficiency of the remedy which is most widely used by minority shareholders to obtain some personal remedy in the event of breaches of directors’ duties, or of other unsatisfactory conduct of company business.
The research study is divided into five chapters. Chapter one is the introductory chapter in which we shall discussed the rule governing corporate democracy which is the rule in Foss v. Harbottle and also look at the historical origins of the rule. The treatment of minority actions by exception to the rule, or lying beyond its scope, is the subject-matter of Chapter Two. Chapter Three examines the personal remedy which is most widely used by shareholders and it sets out the substantive requirements which have to be satisfied in order for shareholders to obtain a remedy under the law. We then go on in Chapter Four to consider other restrictions on shareholders bringing proceedings on behalf of the company. The first is ratification, and the others are inequitable conduct by the member, where other adequate remedies are available, and where the company is in liquidation. Finally, Chapter Five is the concluding chapter which we would be concerned with the review of the position of the law to discover its deficiencies and shortcoming as well as proffer suggestions and recommendations to the problems.

EU's deference to the Member State approaches in minority protection can intensify the oppression of the vulnerable groups; its insistence on non-discrimination on the basis of nationality in the minority regions with special rights in place can equally produce injustice. Its inability to protect EU-wide minorities, like the Roma, is equally problematic. Although a 'value', with regard to many minority groups minority protection in the EU functions incoherently, if at all. It is time to recognise this and approach the EU as a highly specific minority protection arena not to be confused with its component parts – the Member States. The reform of the Member State-centred thinking should start at the level of approaching the core issues. It should include the assessment of such questions as what is a minority in the EU's context of a missing majority, what is the appropriate depth of EU's intervention in the area of minority protection, i.e. how much room for manoeuvre should reasonably be left with the Member States without disrupting the effectiveness of EU's regulation, as well as the approach to defining what a success in minority protection should be, in the EU context. The latter should be done, in particular, with due regard to the division of competences between the EU and the Member States in this and other relevant fields. This paper briefly explores a series of diverse case-studies – from migrant EU citizens, Baltic Russians, and sexual minorities to, most importantly, Roma rights to make the first attempt to test the proposed synergetic approach.

The European Union (EU) paid considerable attention to national minorities after the Cold War when it used minority protection as a criterion for recognition of new states and EU membership – i.e., in a limited area of Central and Eastern Europe (and in South Europe), as a criterion for states from this region to participate in European integration. The EU has used minority protection as a matter of good governance of new states and states wishing to join the EU. The candidates were subject to Europeanisation when they were expected to adopt certain minority standards in order to prove that they adhere to European norms and values. This paper analyses what has happened with respect to the objective of minority protection in the decade after the 2004 enlargement. It demonstrates that this Europeanisation has been limited at best and that it has not led to notable changes in actual behaviour towards national minorities. This is due not only to intra-EU structural issues, but also due to how Europeanisation was carried out.

As long as the Union endorses the discriminatory practices of its Member States taking the claims of ‘culture’ at face value, even when this implies disregarding the spirit of EU Equality Directives and the basics of the internal market, or alternatively finds the regimes of minority protection in place in the Member States to conflict with the internal market rules, a concerted revision of the EU’s approach to minorities is likely to remain a task for the future. It is problematic that the Union is overwhelmingly inconsistent in either quashing national minority protection (i.e. its policies pertaining to EU citizenship and anti-discrimination law), or weighing in with the Member States wishing to punish their minorities for being different under the pretext, precisely, that only majority culture is protected by the national constitutions. Imperatively, it would appear that the EU does not consider minority protection as a true value thus depriving the matter not only of coherence, but also of any systemic importance. This will have to change both in the interests of minority protection as a proclaimed value of the Union and also the internal market as such: belonging to an ethnic minority should not disqualify economically active EU citizens enjoying free movement rights from the basic guarantees of non-discrimination on the basis of nationality upon return to the Member State of origin, notwithstanding the Court’s regrettable stance in Runevič.

A complaint of so-called double standards has regularly been voiced in relation to the EU’s policy on minority protection. This contribution sets out to redefine the accusation by putting it into a broader perspective pertaining to minority protection, while also touching on additional levels of` (seemingly) double standards.

Talk in terms of double standards is not neutral in the sense that it refers to the use of differential standards, it always has a connotation of illegitimacy, or at least unreasonableness. Hence, the addressees of the accusation will feel the need to counter this allegation either by showing that there is actually no differential treatment or by justifying (trying to justify) a difference in treatment.

The complaint that the EU adopts double standards regarding minority protection is mostly heard and connected to different approaches externally versus internally. This differentiation has become increasingly problematic when it was applied to the enlargement process, and explicit demands of minority protection were included in the accession conditions.

In this respect it is important to have a good understanding of what minority protection is all about and what standards can be considered relevant in this respect. This contribution will demonstrate that it is possible to counter the allegation of double standards (external v internal) to some extent by showing that de facto the differential treatment is less stark as it seems at first sight. A central consideration here is the importance of distinguishing between minority specific and non-minority-specific rights (policies and practices) as possible avenues of minority protection. Arguably the current focus internally seems to be on non-minority-specific policies. The actual contribution to minority protection depends then on the implementation, which needs to be ‘minority conscious’. This contribution analyses the developments in the implementation of these policies while highlighting and clarifying the different degrees to which these non-minority-specific instruments are implemented in a minority conscious way.

Tracing the developments in this regard and setting out to identify development lines, by linking it to other developments in the EU as well as understandings and visions about European integration and European identity is arguably important to gauge the status quo and especially the future of an (emerging) internal minority protection policy for the EU.

Furthermore the assessment of the implementation of the various non-minority-specific policies demonstrates that internally there are differential standards, more particularly in relation to different groups of ‘minorities’, European citizens and third country nationals being two of the distinctive categories. Allegations of double standards in this respect are not easily countered by negations of differential treatment. The challenge seems rather to lie in the identification of possible justifications or at least explanations for these differences. Arguably, these differentiations can be related to (if not fully justified by) the underlying (restricted) vision of Europe, European identity and developing ideas about (the reach of) European integration.

Notwithstanding various flaws in the current internal minority protection level in the EU, and the doubts about the wholeheartedness of the minority protection policy, arguments can be put forward why in the future more rather than less minority conscious measures can be expected.

This article tests the premise that professional linguistic requirements, although arguably necessary in many circumstances, at times lack a justifiable purpose, while at the same time operate in a discriminatory way by indirectly targeting migrants and ethnic minorities alike. It adopts a multifaceted legal perspective in approaching the question of where the legitimate borderline of state interference in the field of professional language use may lie, drawing on the EU-inspired principle of the prohibition of indirect discrimination and the rising importance of the principle of proportionality at the different levels of application of the law in the context of a general move from the culture of authority to the culture of justification fully reflected in European Union law. Latvia and Estonia provide two extreme case-studies to demonstrate how far the misuse of noble pretexts can go if national law and the judicial system fail to apply sufficient scrutiny to policies with noble stated goals. Based on the survey of all the relevant court practice in the two countries this article demonstrates that the systematic discrimination policy institutionalised in the two countries in question breaches key requirements of at least three levels of the law, including international, European, and also national law of Latvia and Estonia, as it is marked by the complete ignorance (by the courts and the legislators) of the two vital legal concepts: that of proportionality and that of indirect discrimination. Language is often deployed as the tool for ethnic discrimination.

The concept of a class action suit emerged in United States of America in the early 18th century. This course of litigation grew in popularity with an increasing number of claimants seeking restitution and often retribution under Rule 23 of the United States Federal Rules of the Civil Procedure for sundry claims ranging from corporate fraud to air flights delay. In the aftermath of the collapse of Satyam Computer Services Limited, Clause 217, providing the right of members or creditors to file an application before the NCLT on behalf of the all members/ creditors in the event that the management of the company was being conducted in a manner prejudicial to the interests of the company or its members or creditors, assumed greater importance as a redressal mechanism separate from the traditional oppression and mismanagement application. This provision was enacted as Section 245 of the Companies Act, 2013. There has been little scholarly debate on Section 245 primarily due to its unfamiliarity on Indian shores. However, it is necessary to critically examine this provision in order to ascertain its fallacies, if any, and suggest amendments if necessary. This chapter is divided into three broad sections. The first section provides a brief background on the origin of the class action suits in India and briefly describes the events concerning Satyam in December 2008. The second section enumerates the lacunas and fallacies of the said provision, also discusses how this provision may be misused by shareholders and creditors. The third section provides recommendations in order to make the provision on class action suits effective and efficacious in the India.

Although minority protection was one of the Copenhagen political criteria and thus was at the core of the conditionality principle presupposing a fair assessment of the candidate countries' progress towards accession to the European Union on the merits, the Commission simultaneously promoted two contradicting approaches to the issue throughout the whole duration of the pre-accession process. They included, on the one hand, de facto assimilation and, on the other hand, cultural autonomy, thus being entirely contradictory. This paper is dedicated to outlining the main differences between the two key approaches to minority protection espoused by the Commission in the course of the latest enlargements' preparation. It also outlines the harmful effects of such an unbalanced approach to minority protection in the course of enlargement preparation on the future functioning of the EU enlargement law and, in particular, on the likely application of the conditionality principle in the future enlargement rounds.

This study, commissioned by the European Parliament’s Policy Department for Citizens’ Rights and Constitutional Affairs at the request of the LIBE Committee, examines the added value of developing a democratic rule of law and fundamental rights-based approach to the protection of minorities in the EU legal system, from an ‘intersectional’ viewpoint. It presents the state of play regarding the main challenges characterising the protection of ethnic, religious and linguistic minorities in a selection of 11 European countries, in light of existing international and regional legal standards. Minority protection has been an EU priority in enlargement processes as a conditional criterion for candidate countries to accede to the Union. Yet a similar scrutiny mechanism is lacking after accession. The study puts forward several policy options to address this gap. It suggests specific ways in which a Union Pact for democracy, the rule of law and fundamental rights, could help to ensure a comprehensive EU approach to minority protection.

In the framework of linguistic or national minorities in Europe, the Friulian case can be considered, from several points of view, an exemplary one. This applies not only to the historical development of its minoritisation and to the steadiness of its claims to recognition and protection but also to the way, during the last decades, that the community has been trying to promote its language and concretely affirm those fundamental rights related to the use of the language itself, through laws and actions of language policy and planning.The contribution aims to present the Friulian case, illustrating the evolution of legislation and policies and identifying their impact on the language itself, its formal and informal use, its social presence, the community’s legitimation, self-representation and delimitation, and the establishment of language rights.It is an interesting path with noteworthy results. It is also a discontinuous itinerary, with ups and downs, in which most of the protection rules (Law 482/1999 and the Regional ones 15/1996 and 29/2007) have not found real application.Therefore, the language is still excluded from several fundamental contexts and, despite some encouraging data coming from the most recent sociolinguistic research, its public use and its presence in education and in the media are still victims of old prejudices, which inspire the contradictory choices of political and institutional decision-makers.Friulian is at the same time a resistant and emerging language and a strongly minoritized one.

Keywords: Friulian language, Friulian community, language rights, language planning policies, legislation, Friuli, Friuli-Venezia Giulia, Italy, Europe

This paper is a comparative case study of United Nations and European Union policy with regard to minority protection in Kosovo. It examines the past era of supervision by the UN and the ongoing era of supervision by the EU, examining the two parallels of unresolved status and standards-based conditionality. It is argued that the question of disputed sovereignty has severely inhibited minority protection, and the international community has found itself on a learning curve. The recognition of Kosovo’s independence prior to the establishment of minority protection was a risky gamble which has resulted in reduced ethnic tension, and the importance of transition appears to have been grasped. However, a practise best described as ‘insincere incentivisation’ continues to occur, indicating that the lessons of the past have not been fully comprehended.

As a confl ict prevention institution of ‘quiet diplomacy’, the Organization for Security and Co-operation in Europe (OSCE) High Commissioner on National Minorities (HCNM) is not associated, at a first glance, with civil society. Th is article analyses the working methods of the HCNM and demonstrates the all but irrelevant contribution of civil society to the successful implementation of the HCNM mandate. The paper first identifies the categories of civil society mostly involved with the work of the HCNM and then illustrates the different forms of involvement of each of them. It focuses, in particular, on two important instruments of the HCNM ‘toolbox’, the project work and the elaboration of general recommendations, looking at the essential role played by civil society actors. It concludes by maintaining that the role of the conflict prevention mandate of the HCNM has evolved significantly since his early years and that such evolution has effected (and was in turn affected by) substantial contribution from the side of civil society. As a result, a structural triangle of conflict-prevention comprising the HCNM, national authorities and civil society is emerging as reference, even if the balance among the three actors is defined separately in each individual case.

EU’s deference to the Member State approaches in minority protection can intensify the oppression of the vulnerable groups; its insistence on non-discrimination on the basis of nationality in the minority regions with special rights in place can equally produce injustice. Its inability to protect EU-wide minorities, like the Roma, is equally problematic. Although a ‘value’, with regard to many minority groups minority protection in the EU functions incoherently, if at all. It is time to recognise this and approach the EU as a highly specific minority protection arena not to be confused with its component parts – the Member States. The reform of the Member State-centred thinking should start at the level of approaching the core issues. It should include the assessment of such questions as what is a minority in the EU’s context of a missing majority, what is the appropriate depth of EU’s intervention in the area of minority protection, i.e. how much room for manœuvre should reasonably...

With Turkey’s recognition as an official candidate for accession to the EU, the rhetoric of minority rights has become a part of the national discourse. Various ethnic and religious groups started to raise their voice in demanding not only individual rights, but also the constitutional recognition of their distinct identities through the effective granting of minority rights. At the same time, they vehemently opposed being 'branded' as minorities. What may seem to be a counter-intuitive reaction at first glance is explicable and indeed expected in light of the unique historical context of Turkey, where official minority status has been exclusively granted to non-Muslim citizens who are by and large perceived by both state and society as lesser citizens whose loyalty to the nation is untrustworthy. Aware of this social reality, and not having been immune to the widespread social prejudices against non-Muslim minorities, the unrecognized minorities rejected minority status arguing instead that they were among the ‘founding peoples.The paradoxical situation in which various minorities demand cultural recognition and what are essentially minority rights while at the same time vehemently rejecting the ‘minority tag’ begs for the question: how should Turkey’s minority question be resolved without consolidating the existing social pillarizations within society? To address that question, this article advocates the development of a new constitutional citizenship model universally encompassing all minorities rather than the creation of new minority regimes granting special protection to specific groups.

In a stark contrast with the dominant minority-protection literature in the EU this paper proposes a synergetic approach to minority protection in the Union, acknowledging that attempts to draw clear distinctions between different minority groups on the basis of a number of criteria can be profoundly unhelpful and is able to undermine the efforts to improve the lives of Europeans belonging to the most vulnerable groups. Such synergetic approach provides a solid point of departure for the discussion of the problems in the area of minority protection that the EU is facing, which is the main focus of the paper. It is argued that theorizing minority protection can only result in the sound resolution of outstanding problems if unnecessary compartmentalization of the vulnerable groups is avoided.

EU ENLARGEMENT CONDITIONS AND MINORITY PROTECTION:
A REFLECTION ON TURKEY’S NON-MUSLIM MINORITIES
This article aims to review the EU’s urge on Turkey to fulfil the Copenhagen criteria, hence the condition of ‘respect for and protection of minorities’ in the case of non-Muslim minorities. In light of the documents released by the EU institutions - such as the Commission regular reports, the Council decisions and the Accession Partnership with Turkey, and the oral and written questions discussed in the European Parliament, - the article tries to outline and analyze how the EU develops a stance vis-à-vis Turkey’s treatment towards its non-Muslim minorities. The article utilizes the result of a research on the essential documents released by the EU.

"European Integration and Its Effects on Minority Protection in South East Europe is one of the latest efforts to trace the role of the EU in the development of minority rights regimes in Southeast Europe. The book combines the international perspective and
the role of EU integration with attention to domestic conditions and politics, in order to explain the state of minority protection
policies in the Balkan states; an approach that has lately become increasingly popular. The book is, thus, an academic endeavour with ambitious objectives. It aims to explain the role of the EU in furthering minority protection; to provide a socio-historical
account of minorities in the context of identity formation and nation-building; to outline the state of minority regimes across
Southeast Europe, and to elaborate on the virtues and problems of various modelsm adopted in the region. Furthermore, this book sets out to provide a rich empirical account of the minority rights in each of the nine national cases under review."

Il decimo anniversario dell’approvazione della Legge 482/1999, Norme in materia di tutela delle minoranze linguistiche storiche, è l'occasione per una riflessione complessiva sulla tutela delle lingue minoritarie in Sardegna, in Italia, in Europa.

Il volume è dedicato proprio al primo provvedimento statale con cui in Italia si è finalmente data attuazione all’articolo 6 della Costituzione, in base al quale
«La Repubblica tutela le minoranze linguistiche con apposite norme», e propone un confronto con i contenuti della Legge, le sue origini, la sua storia e la sua applicazione, tra aspettative, risultati e problemi, mettendo in particolare evidenza il rapporto tra la Legge 482/1999 e l’Europa.

In questo contesto, in cui si registra una crescente attenzione nei confronti della diversità linguistica e della tutela delle minoranze, anche usare la lingua sarda “come una lingua” significa parlare, scrivere, pensare, agire, vivere europeo.

This edited volume emanates from a conference which brought together for the first time several members of the Minority Research Network, and which constituted the launch of this network. The distinctive goal of this Research Network is that it sets out to bring together researchers who work on minorities from a variety of different disciplines as well as from a variety of geographical backgrounds.

This article written in the Russian language traces the involvement of European integration in the protection of the Russian-speaking minority in the Baltic States of Latvia and Estonia. Two main aspects of such involvement are scrutinized, including the pre-accession involvement of the Union in the promotion of change in the two Baltic republics; and the analysis of the systemic influence of European integration as such on the development of minority policies in the Baltic States in the near- to medium-term future. The first aspect (discussed in Part III) is concerned with the EU’s involvement with the Baltic States in the pre-accession context, where the principle of conditionality was deployed. Although the Commission – the Institution of the Union largely responsible for the practical implementation of the principle – can be criticized for failing to promote serious change, some important results have been achieved. The second aspect (discussed in Part II) evolved around three crucial areas of Union’s involvement: its promotion of free movement of EU citizens around the whole territory of the Union coupled with a quasi-absolute guarantee of non-discrimination on the basis of nationality; the respect by the Union of the culture, languages, and traditions of the Member States; and the Union’s nascent and mostly weak minority protection policy. As a combination, the trio functions in a liberating vein, since it limits the ability of the Member States to intervene in the ordinary lives lived by EU citizens, pushing States to accept EU citizens as they are. In other words, the very essence of the EU integration project leaves no place to valid “ethnicity” or “nationality” considerations, prohibiting discrimination and thus profoundly disturbing ethno-nationalist projects fancied by some Member States. In this context the style of minority-majority relations in the Baltic States is bound to be changed profoundly, if not entirely, under the influence of European integration. This will potentially open up the way to a new Latvia and a new Estonia of the future, once the liberating ideology of the European integration project comes to be fully realized and harkened in both Member States concerned.

Note: Downloadable document is in Russian.

inequality and discrimination have shaped women's experiences in almost all spheres of human endeavour. The drug industry is no exception. In the mind of the public, drug, it's use and every thing associated with it conjures up an image of men and the masculine gender. This is not too remote from the reality as men indeed are in the majority of those who use and sell drugs. Like in every sector of human existence in Nigeria, some control system has been put in place to monitor and punish the misuse and sale of hard drugs. Despite the punitive drug laws, policies and control systems heap a great burden on women resulting in their being disproportionately affected and negatively impacted in issues concerning the drug industry. This paper seeks to examine the drug control system consisting of the harsh drug laws and the lopsided policies, laced with discriminatory attitudes, and how it affects men and women, ultimately to x-ray the disproportionate impact on women in Nigeria.

This article summarises the main problems related to the nascent ethnic minority protection law in the EU by focusing on two main contradictions: a contradiction between the EU's external and internal approaches to minority protection; and a contradictory nature of the standards employed by the EU for the assessment of minority protection in the course of the preparation of the last two rounds of enlargement, which establishes the basis for the approach to minority protection to be espoused by the enlarged EU. A complicated web of minority protection "standards" used by the EU in different contexts is chaotic and almost incomprehensible, making the need for reform apparent. Yet, given the sensitivities of the Member States in this area and the limited powers of the Community to act in this domain, the complicated web of partly overlapping, partly contradicting minority protection standards in the EU is likely to remain intact for a number of years to come.

This is a work abaout minoritary cultures, that try to expose the problematic whit the protection to them, touching tematics like the begining and reasons to look for a protection and some real examples that can give some views of the problem

Il contributo illustra la situazione delle minoranze di lingua tedesca della regione Friuli-VG e della loro tutela, tra storia e attualità.
Vengono proposte sia una visione d'insieme – delle comunità germanofone nel loro complesso e unitamente alle altre più consistenti minoranze slovena e friulana presenti nella stessa regione – sia una trattazione delle singole comunità di Timau - Tamau - Tischlbong, Sauris -Zahre e della Val Canale - Val Cjanâl - Kanaltal - Kanalska Dolina.
L'attenzione è puntata in particolare sull'evoluzione della normativa di tutela, sul rapporto tra pubblica amministrazione, minorizzazione e tutela, sull'attuazione della normativa statale e regionale e sull'uso pubblico della lingua tedesca.


M. Stolfo, La tutela delle minoranze di lingua tedesca nella regione Friuli-Venezia Giulia in F. Guella, S. Penasa e J. Voelk (eds.), Minoranze linguistiche e pubblica amministrazione. Atti del convegno, Trento 13-14 dicembre 2012, Cedam, Padova, 2014, pp. 177-207.

Una legge importante ed attuale, che ha permesso di conseguire alcuni risultati significativi, che deve essere applicata meglio e che rischia di non essere attuata affatto. A dieci anni dal 25 novembre 1999, quando fu definitivamente approvata al Senato, la legge 482/1999, per ciò che concerne la sua attuazione, presenta un bilancio con luci ed ombre.

Quella proposta è una riflessione sull'applicazione della prima legge statale dedicata alla tutela delle minoranze linguistiche in Italia, con un'attenzione specifica nei confronti del suo impatto sulle comunità friulana, slovena e tedesca della regione Friuli-Venezia Giulia.

Si tratta di una riflessione che tiene conto di una serie di dati sia oggettivi (risorse finanziarie utilizzate, interventi realizzati) che soggettivi (aspettative nei confronti del provvedimento, percezione dei risultati), considera altresì la valenza storica dell’approvazione della prima legge statale di tutela delle minoranze e dei suoi contenuti ed evidenzia alcune contraddizioni teoriche e pratiche, che caratterizzano la legge e la sua (non?) attuazione, nei settori dell'istruzione, dei media e degli usi pubblici delle lingue minoritarie.

M. Stolfo, Una legge da applicare, una legge da difendere, in F. Vicario (ed.), Scuola e amministrazione pubblica. I dieci anni della legge 482 sulle comunità linguistiche d'Italia, Forum, Udine, 2011, pp. 91-103.