company law

Top 5 Restructuring & Insolvency Cases in Malaysia for 2019

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Earlier, I covered the top five Malaysian company law cases for 2019. To complete the series, I now feature the top five restructuring and insolvency cases in Malaysia for 2019.

In 2019, we saw further developments interpreting the insolvency-related provisions of the Companies Act 2016 (CA 2016). I have selected these case due to the interesting and novel points of law.

The cases featured below range from judicial management, schemes of arrangement and the receiver’s ability to have continued supply of utilities. Continue reading →

Top 5 Company Law Cases in Malaysia for 2019

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As 2019 draws to a close, I wanted to feature five interesting Malaysian company law cases during the year.

I have drawn from Malaysian decisions that advanced interesting points of law and has helped to develop company law and also the interpretation of the Companies Act 2016 (CA 2016). These cases range from the CEO’s fiduciary duty, the doctrine of a universal successor entity, and the chairman’s adjournment of general meetings.

This post is part of a 2019 trilogy that also features restructuring & insolvency cases, and arbitration cases.

I set out the five cases below. Continue reading →

Spoke on BFM: Unmasking Corporate Anonymity – Beneficial Ownership

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On 16 December 2019, I spoke live on BFM’s Morning Run on the Companies Commission of Malaysia proposed guidelines on the beneficial ownership reporting framework. I had written earlier about beneficial ownership in Malaysia and also 8 observations I had on the proposed beneficial ownership guidelines.

You can access the podcast here (you may be required to do a free registration on the BFM website). Continue reading →

Case Update: Resignation of Directors Does Not Require Acceptance or Consent by the Company

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I set out a case update on two recent High Court cases relating to the resignation of directors and on section 208 of the Companies Act 2016 (CA 2016) on giving the written notice of resignation as a director.

In the first case of Wong Kok Meng, the Court confirmed that a director’s resignation need not be accepted by the company and there need not be a resolution accepting such a resignation.

In the second case of Tan Kei Vin, it also dealt with the issuance of a director’s notice of resignation. That written notice took effect immediately when delivered to the company’s registered office.

I explain more on the two cases below. Continue reading →

8 Observations on the Proposed Guidelines on Beneficial Ownership of Companies

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On 8 November 2019, the Companies Commission of Malaysia (or SSM, being its abbreviation in Malay) issued its Consultation Document for the Guidelines for the Reporting Framework for Beneficial Ownership of Legal Persons. SSM has invited any comments by 4 December 2019.

Credit: corporatecomplianceinsights.com

I had written earlier about the global trends for the need for transparency in beneficial ownership details and also the existing Malaysian position in the Companies Act 2016.

Once these proposed guidelines on beneficial ownership are brought into force, they will bring much certainty in terms of the disclosure obligations on the part of companies, limited liability partnerships and businesses in general. This is a good step in strengthening the need for disclosure on beneficial ownership.

In the first part of this post, I highlight some of the salient changes being proposed for companies specifically. In the second part, I then set out 8 of my observations on the proposed guidelines in relation to companies. Continue reading →

Companies Commission of Malaysia FAQ: Voting on Preference Shares and Single-Member Public Company Meetings

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The Companies Commission of Malaysia (SSM, being the Malay abbreviation) maintains a useful FAQ page on the Companies Act 2016 (CA 2016) and other transitional issues. This page is updated from time to time. The FAQ is stated as being for general reference. The document does not have legal force. The issues and answers may ultimately have to be tested in the courts.

I touch on two recent updates as at 7 August 2019 dealing with voting on preference shares and meetings of a single-member public company.

Continue reading →