Case Update: Federal Court Decides On Duty of Liquidator of a Wound-up Listed Company

Nathalie Ker writes an update on the Federal Court decision on the duties of a liquidator of a listed company.

The Federal Court has now issued its grounds of judgment (dated 31 March 2022) allowing the appeal of Bursa Malaysia Securities Berhad (Bursa) in Bursa Malaysia Securities Berhad v Mohd Afrizan bin Husain (Appeal No.: 02(f)-39-07/2021(W)). The grounds of judgment may be found here. The Federal Court reversed the earlier Court of Appeal decision.

The Court addressed two main issues. First, whether Bursa was obliged to immediately delist a listed company upon the company being served with a winding up order (pursuant to Rule 16.11(2) of the ACE Market Listing Requirements (AMLR)). Second, the duty of a liquidator as the person in control of the management of a listed corporation to ensure compliance with the Listing Requirements. Continue reading

Case Update: Mandatory for Bursa Malaysia to De-List a Wound Up Company

[Edit: The Federal Court, in its grounds of judgment dated 31 March 2022, has overturned this Court of Appeal decision. Bursa Malaysia does have discretion on the de-listing of a wound-up company.]

The Court of Appeal in Bursa Malaysia Securities Berhad v Mohd Afrizan bin Husain (grounds of judgment dated 2 July 2021) ruled that once a winding up order was made against a public listed company, Bursa Malaysia must de-list that company from the stock exchange.

The case dealt with interesting issues between the interplay of a liquidator’s role under the Companies Act and where the liquidated company is also subject to Bursa Malaysia’s Listing Requirement.

The Federal Court has granted leave to appeal against this Court of Appeal decision.

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5 Tips for Using Legal Information from the Stock Exchange Website

I set out five tips on how I regularly check the Bursa Malaysia (stock exchange) Company Announcements page to gain legal and commercial awareness. This note is based on an email I sent out to my team members.

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Changes in the Listing Requirements Post-Companies Act 2016

On Thursday 8 February 2018, I will be speaking at a one-day seminar organised by the Securities Industry Development Corporation (SIDC). The SIDC is the training and development arm of the Securities Commission Malaysia.

The seminar is titled ‘Changes in the Listing Requirements Post-Companies Act 2016: What to Look Out For’. You can find out more information and also register at the SIDC website.

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Bursa Malaysia Seeks Feedback on Review of Listing Requirements: Companies Act 2016

In light of the Companies Act 2016 coming into force on 31 January 2017, Bursa Malaysia has announced on 20 March 2017 that it has issued a consultation paper to seek public feedback on the proposed review of the Listing Requirements. You can access the consultation paper here and feedback is to be given by 14 April 2017.

Reading the consultation paper, I set out below on an interesting proposed move towards greater transparency in the remuneration of directors. It is proposed that new requirements be put in place for tighter shareholder approval and for disclosure of remuneration on a named basis.

This consultation paper is to be read together with the earlier two directives / clarifications from Bursa Malaysia dated 2 February 2017 and 10 March 2017.

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