1 The smaller number or part, especially a number or part representing less than half of the whole: only a minority of properties are rentedthose who acknowledge his influence are in the minority[ as modifier ] :a minority partyMore example sentences
1.1 The number of votes cast for or by the smaller party in a legislative assembly: a blocking minority of 23 votesMore example sentences
1.2 A small group of people within a community or country, differing from the main population in race, religion, language, or political persuasion: ethnic minorities[ as modifier ] :minority rightsMore example sentences
2 [ mass noun ] The state or period of being under the age of full legal responsibility: intrigues between factions striving to make the king their puppet continued throughout his minorityMore example sentences
often humorous Be the sole person to hold a particular view: once again, Britain is in a minority of one within the ECMore example sentences
Late 15th century (in sense 2 ). from French minorité or medieval Latin minoritas. from Latin minor 'smaller' (see minor ) .Words that rhyme with minority
authority, inferiority, juniority, majority, priority, seniority, sonority, sorority, superiorityFor editors and proofreaders
Line breaks: mi¦nor|ity
Running Head: Obstacles to Starting a Minority Business
Adult Development & Life Assessment Module # 1
Obstacles to Starting a Minority Business
Obstacles to Starting a Minority Business
The minority population will grow to nearly 50% over the next 50 years. They now represent 26% of the total United States population. By the year 2050, the population of the United States will have increased by 120 million with 90% of the growth occurring in the minority communities (Edwards, 1997). In the following paragraphs, I will discuss the obstacles minorities face in starting their own businesses. I will also apply the concepts used in Kolb?s model of analytical learning. Before I can discuss the obstacles, I must first give some background information on minority owned businesses.
Minority-owned businesses have grown explosively over the past 10 years. In fact, they are growing at double the rate of all firms in the United States economy, both in numbers of new firms and total sales. Recent estimates place the number of minority-owned firms at nearly 2 million with total sales of $205 billion. Nearly 25,000 firms have sales of more than $1 million. Skill intensive areas such as finance, insurance, real estate, and business services are the fastest growing minority enterprises (Edwards, 1997).
These communities are gaining new importance as both producers and consumers of products and services. In addition, many minority communities are located in key populated areas of the country, such as New York, Los Angeles, and Houston. This has resulted in concentrated areas with changing demographics and a rapidly growing minority business infrastructure. This has also presented a myriad of investment opportunities to the financial community and benefits to American consumers and businesses.
Minorities are still underrepresented in the ranks of the self-employed. Of the total self-employed, Asians (4.4%), Blacks (6%), and Hispanics (6%) are all underrepresented relative to no minority males. However, since 1960, a growing pool of educated and managerial-experienced minorities entered the labor force due an increase in college attendance. This pool of talent has reached an age cohort of 35-50 when entrepreneurial potential is at its peak (Edwards, 1997).
Why does the minority business market potential remain unrealized? There is a misconception that minority businesses are small, marginally profitable traditional business such as the ?mom and pop? retail stores and personal services. In reality, the fastest growing industries are in wholesale trade, professional services, finance, insurance and real estate.
The special nature of small business financing needs places emphasis on seed capital and equity participation rather than commercial lending alone. There is a small number of venture capital, buy out and special-situation investment funds that invest in minority businesses. The geographic focus of government programs inhibits minority business development by restricting entry into mainstream markets. Increased regulation, capital restrictions, and industry consolidation in the commercial lending market has contributed to a general shift of capital funds away from depository institutions.
In trying to establish my business, I found that the lack of credit information resulted in the misperceptions of minority businesses as small, unprofitable and unfavorably located. I also found that the Small Business Administration (SBA) financing rules had constrained equity financing in small minority business and made commercial banks the least profitable industry sectors and firm sizes.
A 1999 Small Business Administration report states that minority firms across the nation account for more than $495 billion in revenues and employ 4 million workers in the United States. Yet, approximately 38,264 minority firms in Georgia still face an uphill battle when it comes to assessing capital and maintaining adequate cash flow. Researchers Eric Bonaparte, Robert Andoh, and Jennifer Horton of the University of Georgia Business Outreach Services/SBDC have reviewed the results of three separate studies completed in the last few years, and they report that the issues of capital and cash flow continue to be the primary obstacles for Georgia?s minority firms.
The surveys which polled hundreds of minority businesses all over Georgia showed that minority businesses are getting loans, but not at the same relative rate as non-minority businesses. Respondents cite developing relationships with bankers and establishing credit as their top challenges. By comparison, non-minority companies didn?t identify either of these responses as their top challenges. Employee productivity and government regulations are the significant issues for these firms. In addition, minority start-ups overwhelmingly depend on non-bank financing, (81% personal savings, 22% family, and 19.3% credit cards or some combination). In stark contrast, non-minority companies cite bank loans as their number one source of funding for starting their companies (61%). Existing minority companies continue to depend on personal savings as their primary source for financing day-to-day operations while non-minority companies leverage bank-extended credit as their main source of capital for operational expenses.
Minority companies continue to identify cash flow as their number one challenge after they past the start-up phase. In one of the studies completed in 1995, 80% of the 138 owners cited a dramatic increase in revenue after receiving financial assistance from a traditional banking source. Research has proved the importance of access to capital in the survival of minority businesses. Strategies have been initiated to address financial issues within the minority business community. It was concluded that alternate sources of financing, business plan development, and better banking relationships are the key factors in reversing the trend of companies failing because of inadequate financial resources.
I also found that advertising was an obstacle due to a lack of financing. This could also be attributed to the inability to borrow from the financial institution. The challenge for advertising in the new millennium is to forget new relationships with consumers that are not based so much on the messages that advertisers want to send as they are on marrying those messages with the information that individual consumers want to receive. In a society that is as demographically diverse, geographically dispersed, and dominated by commercial (popular) culture as the United States, advertising has played an important and sometimes-controversial role in promoting shared national experiences and forging strong cultural bonds. If you don?t get the attention, you don?t get the money. Advertisers in the traditional sense face increasing challenges of in seeking attention rather than based on money which is highly desirable. You must link yourself with clearly defined personalities (potential stars) in every aspect of design, production, distribution, marketing, finance and advertising to keep from falling by the wayside.
Another obstacle is the management of personal time. In observation of my own business, I had to consider two questions. What would happen if I spent company money with as few safeguards as I spent company time? When was the last time I scheduled a review of my time allocation? The absence of personal time management is characterized by last minute rushes to meet dead-lines, meetings which are double booked or achieve nothing. Days slip by unproductively and crisis loom unexpectedly from nowhere.
Poor time management is often a symptom of overconfidence. Techniques that worked with small projects and workloads are applied to large ones. As a manager, I have recognized the many facets of time management. One concept is to keep a well ordered diary and the related idea of planned activity. Beyond this, it is the tool for systematically ordering your personal influence on events. Included in this is the various sources of waste. The most common are social, i.e. telephone calls, friends dropping by, and conversations around the coffee machine. It would be foolish to eliminate all non-work related activity as we all need a break. It is however, a choice between chatting to my wife in the afternoon versus meeting the next pay-related deadline.
Finding the time to do all the daily functions is also an obstacle. To combat this, I approached a few other people in the carpet cleaning business with the teaming-up concept. This concept would ensure that no one would get the short end of the stick and we would still be able to keep up with the functions of daily operations. When teaming up works, each party brings something valuable to the table. Everyone involved seeks to win through their joint efforts while preventing the others from losing. Conflict and competition are not part of the dynamics of teaming-up relationships. Cooperation and mutual benefit reign supreme.
Today?s economy has changed radically from the corporate America of the past and the way we do business is changing along with it. Teaming up is one result. It?s happening at all levels of the business world among both small and large businesses. There are only 24 hours in a day and most of us want to work only 8 or 10 hours. To make mattes worse, not all of the hours a small business owner works is billable hours. I have to devote a certain amount of time to carrying out the tasks involved in the administrative aspects of the job and in preparation for work that cannot be justifiably billed to the client. Teaming up would allow for taking on more business and faster growth.
Complementary personalities can be particularly useful in negotiations. Two people take the opposite roles in a tough contract negotiation. One person takes the easy-going, affable, and cooperative approach, while the other one assumes an aggressive, no-nonsense demeanor. Actually, such a team effort can be quite effective in moving negotiations along to a win-win conclusion. If it becomes clear that you?re not a pushover and willing to cooperate and be reasonable.
The final obstacle to starting a minority business is discrimination. Discrimination is defined as acts based on prejudice when members of minority groups or women are discriminated against because of their race or gender. Discrimination has been the biggest obstacle in starting a business in Clarksville. However, like the rest of the obstacles I have introduced in my paper, it can be overcome. I have been in business for a number of years and it has taken a lot of will and determination to succeed.
Bee, Helen L. Bjorklund, Barbara R. (1998). Fourth Edition. ______________________. New Jersey: Prentice-Hall, Inc. Publishers.
Blair, Gerald M. (1995). Starting to Manage. Boston: Wadsworth Publishing Company.
Edwards, Paul, Edwards, Sarah (1997). Teaming Up. Chicago: Johnson Publishing Company.
Kolb, David A. Fry, R. (1975). Toward an Applied Theory of Experiential Learning.
Negropone, Nicholas (1995). Being Digital. New York: Allyn and Bacon Publishers.
Storandt, Martha (1998). Fourth Edition. Publication Manual. Washington: McGraw-Hill Companies.
The definition of a minority is a group of people that differ in some way from the majority of the population, or any part of a whole that is smaller than the other parts.
Origin of minority
Medieval Latin minoritas ; from Classical Latin minor, minor
of or having to do with a group, political party, etc. that constitutes a minorityminority
a. The smaller in number of two groups forming a whole.
b. A group or party having fewer than a controlling number of votes.
a. A racial, religious, political, national, or other group thought to be different from the larger group of which it is part.
b. A group having little power or representation relative to other groups within a society.
c. A member of one of these groups. See Usage Note at color .
Origin of minority
French minorité. from Medieval Latin min&omacron;ritas. from Latin minor. smaller ; see minor.
Usage Note: Socially speaking, a minority is an ethnic, racial, religious, or other group having a distinctive presence within a larger society. Some people object to this term as negative or dismissive, and it should probably be avoided in contexts where a group's status with regard to the majority population is irrelevant. Thus we would normally say a tour of the city's ethnic (not minority ) restaurants or a poem celebrating the diversity of cultures (not minorities ) in America, where in both cases the emphasis is cultural as opposed to statistical or political. But in the appropriate context, as when discussing a group from a social or demographic point of view, minority is a useful term that need not be avoided as offensive. • A different problem arises when minority is used to refer to an individual rather than a group, as in the sentence As a minority, I am particularly sensitive to the need for fair hiring practices. Seventy-seven percent of the Usage Panel found this example unacceptable in our 2001 survey (roughly the same response as in 1995), possibly because it was felt that an individual could not have the same relationship to society as a group. However, when the word was used in the plural without a numeral or a quantifier like many or some —as in The firm announced plans to hire more minorities and women —the Panelists were more approving, with only 29 percent in the 1995 survey judging an example such as this one unacceptable. The discrepancy in these opinions can be explained by the fact that in this type of plural usage, the word is understood as referring to the members of a group taken collectively rather than as individuals.minority
From Middle French minoritÃ©. and its source Late Latin minoritas. from Latin minor .minority - Legal Definition
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A minority shareholder is defined as a shareholder who does not exert control over a company. The majority shareholders almost always exert an absolute control over the company, its management, its board of directors, and so on. But there are many companies that are controlled by shareholders who own only 40 percent, 30 percent, 20 percent, or less of the shares, and whom however exert full control over the company, as the remainder of the shares are scattered among a large number of shareholders, with every one of them having a minimal percentage being unable to gather a number of shares which is similar to those of the majority shareholders. In this event, all minority shareholders who are scattered, although together they could control even 80 percent of the shares, are defined as minority shareholders, as every one of them is a minority shareholder, and they cannot assemble enough votes to act as majority shareholders.
There are also cases where there are two or three groups of shareholders, with every one of them having 10 percent or 20 percent of the shares, and who are minority shareholders. They can elect their members to the board of directors and split the control or they can make coalitions between two groups of shareholders against two others, etc. Here also, those who control the
company are the ‘majority’ shareholders, as they have the majority of the seats in the boards of directors, even if in reality they have less than 50 percent of the shares of the company, while those who do not control the board of directors are defined as minority shareholders even if they own together the majority of the shares. In many cases, the shares are distributed
among a large number of shareholders who own each a few percentages, one percent, or even less of the shares. In those cases, or if the managers own themselves a few percentages of the shares, the management of the company manages often to get the control of the company and of the board of directors, and they can do what they wish in the company, as the shareholders are too scattered and cannot exert their power.
The definition of minority shareholders will be therefore shareholders who do not exert control over the board of directors of the companies, even if together they own the majority of shares, and the majority shareholders are defined as those who control the board of directors of
companies, even if effectively they own much less than the majority of the shares. The analogy between this situation and the political system of nations is clear. Companies are still at the stage of oligarchies and have not reached the status of democracies.
As far as we could analyze, most of the public companies traded in the stock exchanges of the US, France and Israel, are controlled by groups of shareholders who own less than 50 percent of the shares of the companies. If the minority shareholders who are effectively the majority
would be conscious of their power, and if the boards would be elected only in proportion to the ownership while the remainder of the members would be elected by activist associations, this could revolutionize the modern business world, safeguard the rights of minority shareholders, and prevent the abuse of the shareholders by oligarchies backed by the executives of the companies.2) Rights of minority shareholder as per Company law The rule in Foss v Harbottle
The rule in Foss v Harbottle (1843) 2 Hare 461 provides, in essence, that, if a wrong is done to a company, then it is the company who is the proper party to bring an action. The rule is designed to avoid shareholders bringing a multiplicity of actions
Accordingly, a number of exceptions have been established to the rule where a minority shareholder is able to bring an action on behalf of the company:
where the act is beyond the objects of the company or is illegal;
where the matter is one which could only be validly done by a special majority of members (in other words, the matter cannot be ratified by means of an ordinary resolution)
where the member has a personal right, for example, a claim based on enforcement of the articles pursuant to s 14. In this case, the action would be brought by the shareholder in his personal capacity and not on behalf of the company. The shareholder must be able to demonstrate direct personal loss and not merely a general loss to the company which all shareholders suffer;
where the act amounts to a fraud on the minority. In order to use this exception, the shareholder must be able to demonstrate:
some form of equitable fraud, such as expropriation of the company’s property or even negligence by a director, will suffice, but only where he profits from such negligence (Daniels v Daniels  Ch 406);
that the wrongdoers are in control of the company – it is not entirely clear what constitutes control but the Court of Appeal in Prudential Assurance Co Ltd v Newman Industries Ltd (No 2)
 Ch 204 appeared to accept that control meant de facto control and not just control through holding a majority of the shares; and
that a majority of independent shareholders support the action on behalf of the company (Smith v Croft (No 2)  Ch 114).
In practice, this exception is of very limited use for minority shareholders, since the amount of time and expense required in order to establish their locus standi to bring an action on behalf of the company is often disproportionate to the remedy actually achieved. In any event, any damages awarded go to the company rather than the individual shareholder, since the action is brought by the shareholder on behalf of the company.Section 459
Section 459 provides that a shareholder is able to seek relief from the court on the basis that:
the company’s affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of its members generally or of some part of its members (including at least himself) or that any actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial.
The House of Lords in O’Neill v Phillips has, however, held that the failure to meet a shareholder’s ‘legitimate expectation’ would not generally amount to unfair prejudice in the absence of some more precise agreement between the parties.
The judgment clarified and restricted the circumstances in which a 459 petition would be granted as follows:
‘unfair prejudice’ would generally require a breach of the terms upon which the shareholder had agreed the company’s affairs would be conducted; however as the relationship between a company and its shareholders would be considered by equity to be a contract of good faith, unfairness would also arise where a legal right (such as a power under the Companies Act) was used in a manner equity would regard as contrary to good faith.Just and equitable winding-up
Section 122(1)(g) of the Insolvency Act 1986 permits a court to wind up a company on the ground that it is just and equitable so to do. There are a number of points to note about this remedy:
In order for a member to seek a winding-up order, he must be a contributory, that is, a person liable to contribute to the assets of a company on winding-up (s 79 of the Insolvency Act 1986); for example, a member who holds partly-paid shares. The courts permit the holders of fully paid up shares to present a petition provided that they establish a tangible interest in the company’s winding-up and, therefore, no application can be made by them if the company is insolvent.
The member must have held his shares for at least six months during the 18 months prior to the commencement of the winding-up or the shares must have devolved on him through the death of a former member (s 124(2) of the Insolvency Act 1986).
The court will not make an order if some other remedy is available to the petitioner and he is acting unreasonably in seeking to have the company wound up instead of pursuing that other remedy.
The court will apply general equitable principles in determining whether to make an order under this section and, accordingly, the petitioner must come to the court with clean hands.3) Problems faced by the minority shareholders/benefits of majority shareholders over minority shareholders
The origin of the abuse of minority shareholders comes mainly from the greed of some of the majority shareholders, who in some cases has no limit. Those majority shareholders believe that they can do anything, risk more and more,since they find themselves unpunished, while remaining within the very large margins of the law. The minority shareholders who are wronged do not learn the lesson and continue to invest in companies which are conducted in an unethical manner. This is why it is needed to examine in depth the legal protection of those minority shareholders and its efficiency, in order to verify if the law suffices for their protection, or if the minority shareholders need an ethical protection, which has a much wider scope.
Members of society have a tendency to overlook events that do not concern them directly, and it is against this indifference that one has to fight, as an immoral ambiance has a tendency to penetrate to all domains thus affecting all members of society. One is always a client, or a minority shareholder, or a supplier, or at least a member of society, who is affected by ecological crimes or others. An immoral ambiance will make all of us victims, exactly like a totalitarian regime turns ultimately against the majority of its citizens.
We live in a time of mergers and acquisitions‚ and in many cases‚ the shareholders having the control of the companies with 30 percent or 40 percent of the shares want to merge with another company or privatize their company by forcing the other shareholders to agree to a takeover bid. This bid is done in most cases when the shares’ price is very low‚ after having
collapsed due to market conditions‚ unexpected bad financial results or indirect manipulation of the shares’ prices.
One should not forget that the market heavily penalizes companies that fall short of obtaining their forecasted results. We can imagine that the CEO of a company with the collaboration of the majority shareholders‚ who decide on his remuneration‚ give a growth forecast of 50 percent‚ which is much higher than the actual growth. The analysts take this growth in consideration and
give the valuation of the company a high multiple of the current profitability that can reach even 100. The company makes a public offering and the majority shareholders who are insiders sell part of their shares‚ for example 10 percent. If later on‚ the growth is much less than forecasted and the company expects losses‚ the shares’ price may collapse by even 90 percent.
“Insider trading‚ or the use of insider information‚ represents a special case within this category: it involves the use of confidential information about the firm’s future performances by the employee on the financial market‚ in order to realize a speculative gain for himself or for some third party. Such practices are to be condemned for two reasons:
1 - The employer is in fact robbing his or her own firm‚ since she could only receive the crucial information as a member of it. Moreover‚ he or she only received this information under the condition that s/he would use it to serve the corporate interest.
2 - Third parties have also been damaged: those agents who were deprived of the information while dealing on the same financial markets or contracting with the same firm will unjustly suffer losses as a consequence of the practice."(Harvey‚ Business Ethics‚ A European Approach‚ Gerwen van‚ Employers’ and employees’ rights and duties‚ p.81)
Guido Corbetta‚ in one of the rare articles on the ethical questions in the relations between companies and shareholders divides the most common forms of ownership of medium-sized and large companies in four categories:
“1. Family-based capitalism: ownership is concentrated in the hands of one or a few families‚ which are frequently related to one another. Sometimes one or more members of the family is directly involved in running the company. This form of ownership is particularly common in Italy‚ but there are large family businesses practically everywhere.
2. Financial capitalism: ownership is concentrated in the hands of one or just a few private and public financial institutions which‚ through a system of cross-holdings‚ control companies and intervene in their management. Ownership also implies powers to appoint management and steer corporate strategy. This form of ownership (with some slight differences) prevails in Germany‚UK,Japan and some other countries like Holland and Switzerland; it is rapidly
becoming more common in France too.
3. Managerial capitalism: ownership is shared among numerous stockholders‚none of whom exercises any significant control over the activity of the managers who run the companies. The management of these companies therefore becomes a kind of self-regenerating structure. It is particularly important in the Anglo-American business world.
4. State capitalism: through central and peripheral agencies or corporations set up ad hoc (as in the case of‚ for instance‚ IRI and ENI in Italy)‚ the state has direct control over the companies. The existence of this form of capitalism clearly stems from a certain view of state intervention in the economy. In Italy‚ France and Spain there are major groups belonging to this category.
The management of management-controlled companies are reluctant to hand over many of their autonomy to the shareholders. This increases the possibility of anti-company behavior on the part of the managers‚ who are concerned only with getting the maximum personal gain even when this puts the very survival of the company in jeopardy. Corbetta concludes that the
governor-shareholder is not morally justified in using the company for his own ends‚ not even considering that his own compensation is secondary to that of other stakeholders. This article summarizes in a very efficient way all the analysis of the struggle for power and the different sets of interests between the majority and minority shareholders‚ and emphasizes the risks that
the small shareholders incur from not controlling in fact the companies‚ thus enabling the majority shareholders to misuse their power and to wrong the other shareholders.
The ‘governors’ are convinced that if they are strongly involved with the companies‚ they control it and they supply it with funds‚ they have the right to do whatever they want with ‘their’ companies‚ and the minority shareholders are treated like speculators‚ who are not interested in the well-being of the companies but rather in a quick return on their investment. Even if this is true in certain cases‚ this does not decrease the rights of the minority shareholders‚who are in many cases interested in the fate of the company no less than its governors. The cases of the managerial companies are even more dangerous for minority shareholders as the directors jeopardize the company itself in order to increase their personal benefits.
The democracy of the shareholders is completely utopic‚ the shareholders can shout‚ protest‚ be indignant‚ criticize or threaten on the Internet or in the shareholders’ meetings‚ yet their influence is in most cases nil in all categories of the companies. This is the reason why they have to obtain new rights‚ even if they do not request it yet. In many cases the minority shareholders collaborate unknowingly with the majority shareholders in order to despoil
their own rights. They have the opportunity to participate in shareholders’ meetings‚ which are in many instances a ridiculous circus‚ manipulated very skillfully by the majority shareholders‚ who are assisted by the management of the companies. And even if they participate in the meetings‚ which is very rare‚ they have no chance to win against the oiled machine of the owners who control the companies. The cases described in this book illustrate those statements and show how it is possible to eliminate from the protocol touchy questions and answers to minority shareholders‚ how is it possible to treat as a ridiculous Cassandra troublemakers who disclose the schemes of the owners‚ thus even augmenting the adhesion of the other shareholders‚ and how ultimately the minority shareholders cooperate unknowingly or against their wishes in the schemes of the majority shareholders. The world economy becomes more and more concentrated in the hands of a small number of huge organizations‚ which control the economy‚ without being adequately controlled by the governments and the citizens‚ and least of all by the shareholders. In 1994‚ 1‚300 companies have participated in
mergers amounting to $339 billions. And today the mergers are even larger.The modern empires of companies are much more influential than the monopolies of the Carnegies and the Mellons. The profits of Wall Street in the last years of the century were stunning. The volume of the financial transactions of the ‘90s is 40 times higher than the productive economy of the
US‚ while the volume of transactions of CS First Boston is higher than the GNP of the US. The SEC has not the necessary funds to control effectively those giants and the only safeguard against them is ethics. Majority shareholders‚ executives and members of the boards of directors
benefit from insider information‚ which is not accessible to minority shareholders. If the insiders utilize this information to buy or refrain from buying shares of the companies‚ they commit a despoliation of the rights of the minority shareholders. They risk nothing in buying the shares‚ as they know in advance that their prices will increase as a result of good financial results‚ a merger or a scientific discovery. On the contrary‚ if they sell their
shares before the publication of negative financial results‚ they do not incur losses from the collapse of the shares’ price.4) Grievances of Minority shareholders
There are several LAWS OF WRONGDOING TO MINORITY SHAREHOLDERS IN UNETHICAL COMPANIES some of them are
1 – In unethical companies, the minority shareholders will always lose in the long run.
2 – Unethical managers tend to work on the verge of the law, finding loopholes, and getting the legal advice of the best lawyers, in cases of wrongdoing to the minority shareholders.
3 – Boards of Directors and executives of companies tend to safeguard primarily the interests of the majority or controlling shareholders, who have appointed and remunerate them.
4 – Independent Directors, who are appointed by the executives, decisions of their committees, and fairness opinions that they order, are in many cases unreliable to minority shareholders, as they tend to comply with the opinions of the majority shareholders.
5 – Auditors, underwriters, analysts, investment bankers, and consultants are loyal primarily to the executives who remunerate them, and the minority shareholders should be cautious with their reports and recommendations.
6 – When examining the reports of analysts and their ‘buy’ suggestions on companies, one should bear in mind what are the interests of the analysts, if they own shares of the companies, and what is their success record until now.
7 – The legal system does not safeguard in most of the cases the rights of the minority shareholders, who cannot fight on equal terms with the companies that are assisted by the best lawyers, and have much more time and resources.
8 – Companies tend sometimes to accommodate large institutions, which were wronged as minority shareholders, mainly by indirect compensation.
9 – The SEC is in many cases a panacea that is indifferent to wrongdoing to minority shareholders and to creative accounting.
10 – Society does not ostracize unethical managers and believes that ethics should be confined to the observance of the laws.
11 – Minority shareholders should refrain from investing in companies whose ultimate goal is to maximize profits, as it would in many cases benefit only the profits of the majority shareholders and executives.
12 – Minority shareholders should invest in companies having ethical CEOs,as they would probably safeguard their rights and not be loyal exclusively to the majority shareholders.
13 – Minority shareholders are often perceived as speculators, who do not care for the welfare of their companies, but are greedy and interested in an immediate and riskless return on investment.
14 – The perception of the minority shareholders as greedy and speculators, and the lack of personification to the nameless individuals, legitimize in many cases wrongdoing to them.
15 – Unethical companies tend to avoid transparency and publish opaque prospectuses, press releases and financial statements. Transparency is therefore the main safeguard of the minority shareholders.
16 – Shareholders should compare the prospectuses with the press releases and interviews of the executives and owners of the companies. If there is double talk and the information released to the SEC does not comply with the press conferences, it could indicate that the companies are in trouble.
17 – Minority shareholders should read carefully all the information accessible to them, participate in the stock talks on the Internet, and have a fair understanding of financial statements. If not, they should abstain from investing directly in companies and should rather invest in Ethical Funds.
18 – The conduct of the shares’ price prior and subsequent to a public offering indicates the ethics of a company, especially if price increases substantially before the offering and collapses a short time afterwards.
19 – Minority shareholders should avoid investing in companies whose executives do not own their shares or have sold most of them, and whose controlling shareholders sell a large part of their shares at public offerings.
20 – Executives of many companies tend to receive warrants when the shares’ price is at their lowest point and sell them at the end of their restriction period, when their prices reach a maximum. Minority shareholders are invited to read this information on the Internet and imitate their conduct.
21 – Unethical executives tend to benefit from inside information in buying and selling their shares and minority shareholders can receive indications on the future profitability of the company by following on the Internet insiders data. Selling of shares by insiders indicates future losses and buying of shares indicates favorable prospects.
22 – Companies that want to sell a subsidiary partially owned by them to a fully or majority owned affiliate company tend to convey the impression that the situation of the subsidiary is precarious, with no potential acquirers, in order to justify the collapse of its price and the acquisition of the subsidiary at a token price by the affiliate company.
23 – Unethical companies have double standards for their shareholders. They may convey the impression that they are on the verge of bankruptcy in order to discourage the minority shareholders, and after the controlling shareholders and executives buy their shares at minimal prices, make public encouraging prospects in order to increase their shares’ price.
24 – Companies tend to be privatized before the end of revolutionary products’ R&D or after the implementation of a successful turnaround plan, when the shares’ prices are still low, by forcing the minority shareholders to sell their shares at those prices, and concealing those prospects to them.
25 – Delaware’s Laws give extreme license to the controlling shareholders to do whatever they want in their companies and enable them in some cases to commit wrongdoing to minority shareholders without giving them a fair possibility of retaliation.
26 – Majority shareholders and executives tend to conceal their true motives of depriving the rights of the minority shareholders behind altruistic talks of saving employment, assisting the community and helping the economy.
27 – Minority shareholders should suspect government officials who are supposed to safeguard their rights if the law enables them to be recruited by the companies that they were supposed to control.
28 – Shares’ transactions that are executed in August, during the vacations, around Christmas, New Year’s eve, or in other periods, where most of the minority shareholders are out of town, are often meant to wrong them without giving them the opportunity to interfere.
29 – Shareholders’ meetings are in many cases orchestrated in such a way that minority shareholders cannot express effectively their discontent, and even if they do so the protocols of the meetings do not report it.
30 – Minority shareholders should beware of companies that expense too often extraordinary losses, charges for in-process technology, acquisition costs, contingent liabilities, and make huge reserves for non-recurring charges on restructuring plans. Those losses may be a heaven, concealing operational losses, and precursory of the imminent collapse of the company’s valuation.
31 – Minority shareholders should refrain from investing in companies that are controlled exclusively by the majority shareholders, especially if those own less than 50 percent of the shares, and allow no representation of the minority shareholders in their Boards of Directors.
32 – Activist associations should gather information on unethical companies, shareholders and executives and publish it on the Internet and to minority shareholders. People tend to forget or do not have access to this data and the activists’ responsibility is to make the relevant information accessible to all.
33 – Disclosers of unethical conduct of companies toward minority shareholders should be encouraged by rewards, esteem and recognition, and should not be ostracized by society as whistle-blowers.
34 – Individual shareholders who have lost in the stock market, due to an unethical conduct of companies, should publish the information on the Internet, the press, the SEC, among their friends, and try to get the maximum coverage for the wrongdoing of unethical companies.
35 – Minority shareholders should only resort to ethical means if they have to fight the companies that have wronged them, as in an unethical combat the stronger parties will always win.
36 – The minority shareholders should put a very high emphasis on the ethics of the companies and the integrity of their managers and owners in their investing considerations and refrain from investing in unethical companies that might wrong them, even if those companies have excellent prospects.5) Procedural Hurdle-case law 6) judicial inflexability- case law 7) reform on the subjects. INTERNET AND TRANSPARENCY AS ETHICAL VEHICLES
In the business world‚ as in the political and social world‚ the tendency is for everybody to mind their own business‚ and even if the rights of others are wronged they seldom interfere‚ as they do not want to make enemies‚ they do not have time for such occupations‚. But if it is possible to denounce the crimes without being discovered‚ there is a tendency to do so‚ in order to
have a clean conscience. The Internet is the best vehicle to do so as it enables you to retain your anonymity while disclosing to the whole world the facts that prior to then were hidden. Light is the worst enemy of criminals who prefer to work in the dark. In some business circles the law of Omerta(Silence‚ like in the Mafia) prevails‚ and rarely does someone dare to transgress this law. But the Internet changes this setup‚ as the whistle-blowers remain concealed and the truth is revealed.
The ideal would be that companies would be transparent to the shareholders and that all the shareholders would receive simultaneously the same information‚ whether they are minority or majority shareholders. No more insider information‚ no more abuse at the detriment of shareholders who live far from the headquarters of the company and who have no access to the
information divulged by the insiders to the boards of directors. We could also imagine a black list‚ established by activist associations and published on the Internet‚ of companies and persons who do not behave ethically‚ who went bankrupt‚ who were condemned by the courts. Accessible to everyone around the world‚ this list could induce the companies and their executives to conduct themselves ethically and legally‚ make their utmost effort not to go bankrupt and to repay their debts even if they do not have a legal obligation to do so. It
would be recommended to achieve an ethical responsibility of companies‚ and of their executives and owners‚ that would not be limited. Responsible executives and companies are the safeguards of the interests of the stakeholders‚ minority shareholders and the community. The leitmotiv should change from ‘I am doing my best to diminish to a minimum my
responsibilities’ to ‘I should behave responsibly toward my employees‚ all my shareholders‚ my country‚ my customers‚ ecology‚ and first of all toward my conscience.Distribution of rewards
Another efficient method that could prevent the abuse of the rights of minority shareholders could be the distribution of rewards to the persons who divulge this wrongdoing of the companies‚ whether it is unethical or illegal.We enter here into a very problematic domain of the fidelity toward a company where we are employed‚ as the majority of the whistle-blowers
would probably be employees of the companies concerned.ETHICAL FUNDS
It is well known what happened in 1929‚ when there was no legal or ethical system to slow down the stock exchange speculations. It is not by sheer altruism that the SEC was established‚ following the recession and the collapse of the economic system in the ‘30s. The reform that ensued was opposed very strongly by the advocates of free enterprise. Thousands of
people had to die from hunger‚ millions had to lose their jobs‚ a whole nation had to be impoverished‚ in order to convince the advocates of the ‘dirty invisible hands’‚ and that those hands had to be washed from time to time in order to obtain a minimal hygiene in business. In the year 2000 we have reached a similar crisis‚ and society should try to do its utmost in order to
prevent the catastrophe that is about to be caused by the very dirty hands of some of the people who manipulate the economy.The Ethical Funds will not choke the entrepreneurs‚ they will render life more difficult only to those majority shareholders who try to speculate to the
detriment of minority shareholders‚ who use insider information‚ who cause the collapse of the shares’ price in order to buy the minority shares at low prices‚ who act legally but unethically in order to sell artificially one subsidiary to another. All those cases will be treated at length in the empirical part of the book‚ but all of them could have been avoided if the companies
would have submitted to the ethical screening of the Ethical Funds. In none of the cases did the minority shareholders put the companies’ development in jeopardy‚ although they tried to oppose the unlimited greed of the majority shareholders‚ who often held much less than half of the shares.
The ethical funds were established in the United States‚ Canada and Great Britain‚ especially in the last ten years of the twentieth century. In 1999 in the US they had investments of more than two trillion dollars – 2‚160 billion US$‚ 13 percent of all investments under professional management in the United States‚ invested in 175 funds. Those ethical funds succeed in maintaining better results than the average results in the stock exchange. The performances of the Domini 400 Social Index‚ comprising 400 ethical shares‚ beats regularly the S&P 500 and the Russell 1000‚ representing the average American securities. Europe is not so advanced in this domain as the US.Great Britain has already 34 ethical funds in 1999 with investments of 48 billion sterling pounds‚ the Netherlands have social responsible investments of more than one billion Euros‚ slightly more than Sweden‚ in Switzerland those investments amount to 0.8 billion Euros. The socially responsible fund in France have a much smaller scope – 0.4 billion Euros‚ in Germany about one quarter of a billion Euros‚ and in Israel they do not exist.
We proposes to add as an investment criterion of the ethical funds theethical relations between companies and minority shareholders. In this manner‚ investors in ethical funds‚ who are normally minority shareholders in the companies in which they invest‚ will be assured that their investment will be treated fairly. Ultimately‚ if most of the minority shareholders or the small
investors will invest uniquely in ethical funds or in companies that behave ethically‚ we might be able to achieve the Lisistrata effect‚ when the strike of minority shareholders will force the companies to behave ethically‚ as without minority shareholders the companies will not be able to raise funds to operate their activities. The ethical funds could be a partial solution to the wrongdoing cases to minority shareholders that were analyzed in the case studies.ETHICAL INVESTING
Ethical Investing, or socially-screened investing, is the placement of money in mutual funds, stocks, bonds, securities or other investments that are screened to reflect ethical, environmental, social, political or moral values.Socially conscious investing
is a way to build an investment portfolio thatkeeps pace with your conscience and reflects your beliefs, convictions and desire of change. It may involve avoiding companies with corporate practices
you deem unacceptable or supporting acceptable onecs
The most common criteria for investments in ethical funds are
Responsibility to the communities in which they operate, including the rovision of products and services of long term benefit to the community, e.g. afety equipment. Charitable donations.
A record of suitability, quality and safety of products and services. Adhering to environmental regulations and using technologies and products hat are environmental friendly, non-polluting, conserving natural resources and energy, such as woodlands and forests.
Progressive general approach to customers, suppliers and the public, as well as to industrial and employee relations - employment equity, welfare standards, labor safety practices, child labor laws.
Operating within countries and regions that support racial equality, adhere to non-discriminatory hiring practices and avoid unreasonable exploitation of people generally.
Deriving a majority of income from non-tobacco related products.
Engaging in peace-based, non-military activities.
Deriving income from activities that are non-nuclear and are not related to the production of nuclear fuel or waste.
The UK Social Investment Forum’s primary purpose is to promote and encourage the development and positive impact of Socially Responsible Investment (SRI) throughout the UK. SRI has been defined as an investment that combines investors’ financial objectives with their commitment to social concerns such as social justice, economic development, peace or a healthy environment. The forum was launched in 1991. The main objectives of the forum are - to promote the understanding of socially responsible investment and support a greater sense of social accountability among investors. The forum initiates and publishes research for required changes in legislation and company policies.‘TRANSPARENCY INTERNATIONAL
Transparency International is a non-governmental organization, operating in about 90 countries and dedicated to increasing government accountability and curbing both international and national corruption. The movement has multiple concerns:.
humanitarian, as corruption undermines and distorts development and leads to increasing levels of human rights abuse
democratic, as corruption undermines democracies and in particular the achievements of many developing countries and countries in transition.
ethical, as corruption undermines a society’s integrity.
practical, as corruption distorts the operations of markets and deprives ordinary people of the benefits that should flow from them.progressive taxation
An alternative to safeguard the interests of minority shareholders could be the progressive taxation of profits in order to decrease the greediness of the shareholders and share in a more equitable manner the profits among the various shareholders. We could also tax mainly the short-term profits, made by buying and selling shares within less than a year. In this manner we could
promote the ethics of the transactions by diminishing the drive to make frauds, excessive profits, and short-term profits. We need to change the image of the casino, which has received today the stock exchange, to an image much more serious and conscientious, which will attract ethical shareholders and not speculators. We should alienate from the stock exchange people eager to
make prompt and excessive profits to the detriment of the other shareholders, who benefit from insider information and engage in fraudulent activities,being encouraged by the extraordinary profits.
The revolution for the minority shareholders would be to cease investing in the stock exchange, after having lost their trust in the system. The minority shareholders have the alternative to invest their savings in the banks instead of purchasing shares of companies. They could earn much less, eventually, but they would not incur the risk of being despoiled in fixed games, by fraudulent
use of insider information, and by greedy businessmen eager to get even richer at all cost. But if the minority shareholders cease to invest, the stock exchange will suffer from its worse collapse ever, which could end up in a world recession. If we do not want to encounter such catastrophes, we should allow the minority shareholders to exert their rights, share equitably in the
companies’ wealth, be represented adequately in their organizations, participate in their control, and restitute the notion of fair play in the stock exchange.Request Removal
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