International Malaysia Law Conference 2018: Corporate Responsibilities Fiduciary Obligations

I have been invited to speak at this year’s International Malaysia Law Conference 2018. I will be speaking on Day 2, Breakout Session 4, from 12pm to 1.15pm along with other panellist speakers. The session is titled Corporate Responsibilities: The Place of Fiduciary Obligations.

The Honourable Justice Margaret Beazly AO, President of the New South Wales Court of Appeal, will be the main speaker. Dato’ Anantham Kasinather, retired Court of Appeal Judge, and Dato’ Mohammed Faiz, Executive Chairman of PwC Malaysia, will also be sharing their insights.

Company directors have a fiduciary obligation to always act in the best interest of their company – in accordance with the business judgment rule – and to discharge their directors’ duties in compliance with the law. How should conflicts of duty and interests be dealt with? How does the Malaysian position compare with the position in New South Wales?

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Some Recent Developments in Shareholder Meetings in Malaysia

Shareholder meetings are an important platform to allow for members to debate and vote on matters affecting the affairs of a company. Case law has held that the holding of the general meeting, and the right to vote, are a fundamental right of the members.

Hence, it is particularly important to meet all legal requirements for such meetings. A technical non-compliance may result in the meeting being invalid and void.

I wanted to touch on three recent legal developments on shareholder meetings. The issues range from whether there is a need to second a proposed resolution, the powers of the corporate representative, and the ability to requisition a general meeting. Continue reading

Say on Pay: 6 Issues on Shareholders’ Say on Executive Salaries

Shareholders’ say on pay. Over the last few weeks in Malaysia, there have been discussions on the pay of the top executives or directors of companies. I set out 6 key legal issues that relate to this in light of the Companies Act 2016 (CA 2016) and the Malaysian Code of Corporate Governance 2017 (MCCG). The issues include the distinction between directors’ fees and the pay or remuneration of a CEO, and how do shareholders have their say on the payment of these fees or remuneration.

I set out these issues in the context of public listed companies. Continue reading

Book Review: Corporate Powers Accountability (Third Edition)

Loh Siew Cheang’s Corporate Powers Accountability (Third Edition) is a must-have for corporate litigators and corporate lawyers

Introduction

A master craftsman would have essential tools for his trade. Likewise, a corporate litigator would have with him the essential text of Dato’ Loh Siew Cheang’s Corporate Powers Accountability.

Loh’s seminal text saw its second edition published in 2002. Sixteen years later, I looked forward to reading a copy of the third edition which was published in May 2018. I received a review copy of the book thanks to LexisNexis’ collaboration with The Malaysian Lawyer. I am extremely grateful to the publishers for extending me a copy of this book and the book will immediately find its place on my bookshelf.

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