Lee Shih

Business Development for Lawyers: Building Your Career Beyond Legal Skills

Lee ShihLeave a comment

On Saturday 20 October 2018, 10am to 1pm, the Kuala Lumpur Bar Young Lawyers Committee is organising a seminar on Business Development for Lawyers: Building Your Career Beyond Legal Skills. I will be speaking with Foong Cheng Leong at this seminar. The seminar is open to all and the registration fee is only RM30. You can sign up at the event page here.

We will share our own business development experience and tips. Topics covered will include building your practice as a young lawyer, getting your first client and expanding your clientele, client management, and utilising social media.

 

Case Update: The MARA Decision on Appointment of Directors and Management Review

Lee ShihLeave a comment

The High Court decision in Majlis Amanah Rakyat (MARA) v Dato’ Abd Rahim Adb Halim & Ors [2018] 8 CLJ 738; [2018] MLJU 1008 touched on some important points on the appointment of directors. It is also the first decision to briefly deal with the new right of management review under section 195 of the Companies Act 2016 (CA 2016).

Image: www.theedgemarkets.com

This dispute arose from the boardroom and shareholder tussle where MARA had requisitioned for an EGM of the company, Med-Bumikar. Med-Bumikar held a substantial stake in the listed entity, MBM Resources Bhd (MBMR). UMW had tabled an offer to purchase Med-Bumikar’s stake in MBMR. The crown jewel at the heart of the dispute was essentially MBMR’s 20% stake in Perodua. UMW already had approximately 38% interest in Perodua and this would allow UMW to have control over Perodua. Continue reading →

Practising Certificates for Company Secretaries: Proposed Regulations

Lee Shih3 Comments

The Companies Commission of Malaysia, or Suruhanjaya Syarikat Malaysia (SSM), will be bringing into force the last remaining provision of the Companies Act 2016 (CA 2016). This is section 241 of the CA 2016 on the requirement for all company secretaries to register with SSM. SSM will issue practising certificates to all company secretaries.

In line with the coming into force of section 241 of the CA 2016, SSM has published  its Consultative Document on the Proposed Companies (Practising Certificate) Regulations 2019. SSM has invited comments on the Consultative Document by 30 October 2018.

I set out a bit of history leading up to this important provision for registration of all company secretaries, and my observations on the Consultative Document. Continue reading →

Shareholders’ Agreement to Appoint a Director: Not an Absolute Right

Lee ShihLeave a comment

Shareholders’ agreements and joint venture agreements usually contain provisions that allow for a shareholder to appoint a certain number of directors to the Board of the company. This allows for the balancing of the rights and commercial interests of the shareholders. For example, a minority shareholder may want to ensure that there is a guaranteed minimum Board representation that the minority shareholder can have.

The question is whether this contractual right to appoint a director is an absolute right and what is the legal nature of this power to appoint a director. Could there be situations where the board of directors will refuse to recognise the appointment of a director under a shareholders’ agreement? How is this interpreted in Malaysia under the Companies Act 2016?

Continue reading →

MACC States that the Corporate Liability Law in force in 2020

Lee ShihLeave a comment

The Edge and The Malaysia Gazette reported that the Malaysian Anti-Corruption Commission has stated that the corporate liability provision of the MACC Act will be in force in 2020. This two-year period is in line with my earlier post on the Parliamentary debate during the tabling of the Amendment Bill.

The one takeaway of this new corporate liability is this. Essentially, when a person associated with a company commits a corrupt act to obtain a business advantage, this will expose the company to committing a criminal offence. This will then have serious repercussions on the directors and management of the company.

Continue reading →

Bankruptcy and Directors: Vacating Seat and Potential Illegality

Lee ShihLeave a comment

There can be legal repercussions to a company when one of its directors is adjudged bankrupt. It is common in the constitution or articles of association to provide that the office of the director will become vacant if the director becomes bankrupt. I set out below three interesting legal issues that arise from bankruptcy and directors.

First, I will deal with the potential adverse impact of bankruptcy on directors’ resolutions and legal proceedings. This in light of the recent Court of Appeal decision in Sazean Engineering & Construction Sdn Bhd v Bumi Bersatu Resources Sdn Bhd [2018] 5 AMR 443; [2018] MLJU 839. This decision was under the Companies Act 1965 (CA 1965). Secondly, I interpret these issues in light of the Companies Act 2016 (CA 2016). Thirdly, potential ways to overcome such arguments. Continue reading →