Ex Parte Interim Judicial Manager Appointed Over Listed Company

Financially-distressed public listed company, Sarawak Cable Berhad, is placed under interim judicial management. Its former lawyers obtained an ex parte order to appoint an interim judicial manager over the company.

With the amendments to the Companies Act 2016, this is the first instance of a judicial management application being applied to a listed company.

I have had a read of the judicial management court papers and also read the various Bursa announcements to piece together the following chronology.

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7 Uncertainties on Ultimate Effective Control of a Beneficial Owner

There is currently uncertainty on determining ultimate effective control in the context of a beneficial owner of a company.

Companies, directors and the beneficial owners of companies have until the extended deadline of 30 September 2024 to lodge accurate beneficial ownership information with the Companies Commission of Malaysia. I examine these uncertainties ahead of the lodgment deadline.

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Firing Up and Cooling Off the Restraining Order in Schemes of Arrangement

The Companies (Amendment) Act 2024 came into force on 1 April 2024. With the amendments, we see a strengthening of the restructuring and corporate rescue laws of Malaysia.

Among the different corporate rescue tools, schemes of arrangement had already been the most-used mechanism in Malaysia. The scheme of arrangement allowed for the Court to grant moratorium protection known as the restraining order.

Here, I analyse the changes and challenges relating to the restraining order arising from the new amendments to the Companies Act 2016 (CA 2016).

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Largest Law Firms in Malaysia 2023

The Malaysian Lawyer continues with its annual listing of the largest law firms in Malaysia for the year 2023.

The statistics are as at 18 December 2023 and where the law firm is the aggregate of the number of lawyers in all its branches.

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Case Update: Court of Appeal Confirms Liquidator Cannot Grant Sanction for Legal Proceedings

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.

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Changes to Beneficial Ownership of Companies in the Companies Amendment Bill 2023

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.
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