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

The Rise of the Specialist Litigation Firms

This article traces the trend of specialist boutique disputes firms. This will cover some examples from the UK, Singapore and Malaysia. This article sets out some trends and how boutique disputes firms are also establishing their foothold in the market.

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10 Key Restructuring Changes in the Proposed Companies Amendment Bill 2020

The Companies Commission of Malaysia (SSM) has issued its Consultative Document Companies (Amendment) Bill 2020. The proposed amendments cover a wide range of areas. I will write another time on some of the other areas like beneficial ownership and other amendments.

One key aspect of the Companies Amendment Bill 2020 is the very significant amendments and strengthening of the restructuring framework through the scheme of arrangement and corporate rescue mechanisms. The proposed amendments follow similar moves taken by the United Kingdom and Singapore in assisting and helping distressed companies and ensuring safeguards for creditors’ interests.

I highlight the 10 most significant restructuring and corporate rescue amendments which are in the proposed Companies Amendment Bill 2020. I did take part in the initial consultation process as a member of some of the professional bodies. I very much welcome these much-needed restructuring and relief tools to help distressed businesses in the Covid-19 environment. Continue reading