The High Court has again confirmed that for the initial grant of a restraining order in a scheme of arrangement, the applicant must meet all the pre-conditions in section 368(2) of the Companies Act 2016 (CA 2016).
This was confirmed in the recent decision in Lagenda Erajuta Sdn Bhd (Grounds of Judgment dated 20 February 2020).
The coronavirus pandemic gives rise to the major risk of companies and small businesses going insolvent. In this article, I set out the restructuring and corporate rescue options for businesses in Malaysia. For example, companies can pursue the corporate rescue mechanisms under the Companies Act 2016. For small businesses who are sole proprietors, they may face bankruptcy. These individuals consider the voluntary arrangement under the Insolvency Act 1967.
With the coronavirus outbreak, Malaysia is now under restricted movement to limit the gathering of people. The Prime Minister announced the movement control order and the associated regulations have been gazetted. This article aims to set out six key issues for companies as they navigate the holding of general meetings.
By way of background, on 16 March 2020, the Registrar of Societies announced that in light of the coronavirus pandemic, all annual general meetings for societies have been banned until 30 June 2020.
Seemingly, on 16 March 2020, the Companies Commission of Malaysia (SSM) had issued a press release to ask all companies to consider all available options for meetings including electronic meetings at multiple venues. Companies would also apply for extension of time to hold its annual general meetings. The link on the SSM website has now gone down so I cannot locate a copy of that press release.
I set out the six possible issues that companies have to take note of in relation to their general meetings.
The High Court issued its grounds of judgment in Safari Alliance Sdn Bhd v Tiger Synergy Berhad (Grounds of Judgment dated 1 March 2020).
The case dealt with the statutory right of a shareholder under section 310(b) of the Companies Act 2016 (CA 2016) to hold a general meeting of the company. This right is especially significant here since the general meeting was to replace the directors of the public-listed company, Tiger Synergy Berhad.
The Companies Commission of Malaysia (SSM) has issued the Guideline for the Reporting Framework for Beneficial Ownership of Legal Persons. This guideline has already come into force. Companies, limited liability partnerships and businesses have up to 31 December 2020 to obtain and update their beneficial ownership information.
I had earlier written about the global trends on disclosure of beneficial ownership and also the existing Malaysian position in the Companies Act 2016 (CA 2016). I had also made some comments on the consultation document on the proposed beneficial ownership guidelines.
I now write on 10 things on the beneficial ownership framework to Malaysian companies and the responsibilities that follow.
[This is a guest post by Kwan Will Sen. He is a litigation partner focusing on commercial litigation and arbitration, and fraud and asset recovery.]
Idrus Harun was a Judge of the apex Court of Malaysia, the Federal Court. He has been appointed as the Attorney General (AG) effective 6 March 2020, replacing Tommy Thomas.
I discuss three significant decisions by Idrus Harun FCJ (as he then was). He wrote the Federal Court’s grounds of judgment for the first two cases (Ireka/ Jack-In Pile and Nautical Supreme), and was part of the minority for the third case (JRI Resources). Continue reading
