On 16 November 2023, the Court of Appeal in Oren Venture Sdn Bhd v Small Medium Enterprise Development Bank Malaysia Berhad(Court of Appeal Civil Appeal No. W-02(IM)(MUA)-587-04/2022) upheld the High Court decision (reported at [2022] 12 MLJ 247 and where I had written about it here).
Set out below is the extract from the Court of Appeal cause list website and with the Court setting out the brief grounds of decision (in the Malay language only). The full written grounds of decision do not appear available yet. I may write a fuller update once I have read the written grounds.
The Companies Amendment Bill 2023 provides enhancements to the beneficial ownership of companies framework and will usher in stronger statutory footing to enforce beneficial ownership reporting.
Current Law
Section 2 of the Companies Act 2016 (CA 2016) only defines ‘beneficial owner’ as ‘the ultimate owner of the shares and does not include a nominee of any description’. Information on the beneficial ownership of shares will be disclosed under section 56 of the CA 2016.
The current beneficial ownership reporting regime is also governed by the Companies Commission of Malaysia’s Guideline for the Reporting Framework for Beneficial Ownership of Legal Persons (BO Guidelines) (accessible here).
There is a possible gap in the current legal framework. The CA 2016 only relates to reporting on beneficial ownership of shares in a company. However, the BO Guidelines are wider and enforce a reporting on the beneficial ownership of companies.
Proposed Amendments: 8 Key Areas
In the Companies Amendment Bill 2023, we will see an enhancement of the statutory framework on the reporting of beneficial ownership of companies. There are 8 key areas. Continue reading →
This article focuses on the 9 key restructuring and corporate rescue amendments.
All references below will be to the existing and proposed new sections in the Companies Act 2016 as referred to in the Companies Amendment Bill 2023. Continue reading →
The Federal Court in MDSA Resources Sdn Bhd v Adrian Sia Koon Leng has ruled on the issue of the votes of related-party creditors in a scheme of arrangement. This has an impact on the classification of related-party creditors for schemes of arrangement in Malaysia.
Summary of the Decision and Significance Majority Grounds by: Nordin Hassan FCJ
The scheme company, MDSA Resources Sdn Bhd (MDSA), had undertaken a scheme of arrangement to restructure its debts of more than RM370 million.
Both the High Court and the Court of Appeal refused the sanction of MDSA’s scheme of arrangement.
The scheme of arrangement only had a single class of unsecured creditors. The High Court and Court of Appeal upheld the objection that related party creditors should not have been in the same class as the other unsecured creditors.
Leave to appeal to the Federal Court was allowed for 10 questions of law.
The Federal Court’s majority decision upheld the objection based on the related party creditors voting in the same class.
The Federal Court’s majority decision answered two questions of law as follows:
1. Whether the votes of related-party creditors are to be treated differently from the votes of other creditors in the same class in a scheme of arrangement.
[Answer: Yes]
2. If the answer to 1 is yes, whether the votes of related-party creditors in a scheme of arrangement should be discounted or not be counted altogether.
The Malaysia Insolvency Conference 2023 was held on 21 June 2023 and it made a return to a physical setting after 3 years. We saw a record turnout of attendees from the restructuring and insolvency community. I spoke at a panel session titled ‘Landmark Cases: Sharing on Insolvency and Restructuring’ and spoke with fellow insolvency specialists.
I set out a selection of 6 key recent trends we discussed and prepared for the panel discussion. I have also supplemented some of the legal points with additional research I made.
I first started cycling on a road bike exactly a year ago. I am now an avid cyclist and I am out cycling every weekend and on some weeknights. I wanted to find out what are the applicable Malaysian road traffic laws to cyclists.
The main law is under the Road Transport Act 1987 (Road Transport Act) and the subsidiary laws in the Road Traffic Rules 1959 (Road Traffic Rules).
Out of interest, the Road Traffic Rules were enacted under the earlier Road Traffic Ordinance 1958. The Ordinance was repealed by the passing of the Road Transport Act but where the Rules continued to be maintained.
The Road Transport Act regulates vehicles on roads in general and has laws to protect third parties against the risks arising.
Bicycles do fall within the ambit of the Road Transport Act, and can fall within the definitions of:
“vehicle” means a structure capable of moving or being moved or used for the conveyance of any person or thing and which maintains contact with the ground when in motion
“micromobility vehicle” means any vehicle that is propelled by electrical means, an internal-combustion engine or human power or a combination of electrical means, an internal-combustion engine or human power, and having a maximum speed of 50 km/h
(Author’s note: I know of several Malaysian cyclists that would exceed this speed of 50 km/h!)
With that introduction, I set out the key 10 laws for Malaysian cyclists.
