Case Update: Board Meeting Notice Need Not Contain Full Details of the Business of the Meeting

Joyce Lim writes an update on a High Court decision on how the notice of a Board meeting need not contain the particulars of the business to be transacted at that meeting

The High Court in the recent case of Rozilawati binti Haji Basir v Nationwide Express Holdings Berhad & Ors [2020] MLJU 1198 (see the grounds of judgment dated 18 August 2020) dealt with two issues relating to the Board meeting requirements for companies.

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Case Update: Winding Up Petition Can Proceed Based on an Enforced Adjudication Decision

Lee Shih and Peyton Teo write about this recent High Court decision on whether there can be a challenge of a disputed debt against an enforced adjudication decision.

The recent High Court decision of Maju Holdings Sdn Bhd v Spring Energy Sdn Bhd (see the grounds of judgment dated 21 August 2020 of Ong Chee Kwan JC) dealt with the issue of whether an enforced adjudication decision relied upon as a debt in a statutory demand under section 466 of the Companies Act 2016 (CA 2016) is a disputed debt.

Further, the Court also looked at whether a cross-claim or counterclaim for a sum equal to or more than the debt. That can justify the grant of an injunction to restrain a presentation of a winding up petition.

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Company Law Case Update: Oppression Remedy in Quasi-Partnerships

Joyce Lim writes on a recent High Court decision on the oppression remedy in quasi-partnerships. Further, the decision confirms that oppression can arise from breaches of a shareholders’ agreement.

The High Court in the recent case of ISM Sendirian Berhad v Queensway Nominees (Asing) Sdn Bhd & Ors and other suits [2020] MLJU 388 dealt with an oppression claim by a minority shareholder in quasi-partnerships (also known as Ebrahimi-type companies).

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5 Weaknesses in Malaysia’s Covid-19 Bill for Contract Obligations

Malaysia’s Covid-19 Bill (the full name being the Temporary Measures for Reducing the Impact of Coronavirus Disease 2019 (COVID-19) Bill) was tabled for first reading in the Dewan Rakyat (the lower house) of Parliament on 12 August 2020. I had written about the Covid-19 Bill here. One important measure is to provide relief for inability to perform contractual obligations for the seven categories of contracts. This applies from 18 March 2020 to 31 December 2020. On this aspect, I set out five weaknesses or ambiguities in the Covid-19 Bill.

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5 Key Reliefs in Malaysia’s Covid-19 Bill: Better Late than Never?

Malaysia has tabled its Temporary Measures for Reducing the Impact of Coronavirus Disease 2019 (COVID-19) Bill (Covid-19 Bill) in Parliament. The Bill states that it will have retrospective effect from 18 March 2020. This Covid-19 Bill and the eventual Act may alleviate some of the contractual and other issues that arose from the COVID-19 pandemic and Malaysia’s movement control restrictions.

However, with this Bill only being passed sometime in August 2020, is this a case of too little, too late?  We will have to see whether Malaysia’s Covid-19 Bill can help businesses and companies.

I touch on five key areas in the Covid-19 Bill.

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Case Update: Fraudulent Trading Rebooted

The High Court in the Sulaiman & Taye decision (see the grounds of judgment dated 8 July 2020 of Ong Chee Kwan JC) deals with very significant issues in relation to fraudulent trading. Fraudulent trading is where directors of a company have to bear personal liability for the debts of a company in winding up. This is because the directors carried on the business of the company with the intent to defraud its creditors. In particular, whether the delinquent directors bearing personal liability then has to pay directly to the aggrieved applicant or to pay into the wound up company’s assets for the general benefit of all the creditors. Continue reading