The Court of Appeal issued its grounds of judgment dated 19 September 2018 in the case of Mak Siew Wei v Yeoh Eng Kong and other appeals. The Court of Appeal took the unusual step of issuing a post-script to remind counsel of the need for well-researched briefs and advocacy. The Court reminded us that it is a cornerstone of the administration of justice. In our adversarial system, the Courts would rely significantly on the arguments of counsel and on the truth of the legal arguments.
company law
Judicial Management Case Study – The Rise and Fall of Photon Bhd
The Malaysia Insolvency Conference 2018 will be held this Thursday 22 November 2018. I am organising the case study session where it will feature a hypothetical judicial management case study. It is still not too late to sign up for the conference.
There is a strong lineup of speakers: The Honourable Judicial Commissioner Puan Wong Chee Lin, Melisa Tai of Adnan Sundra & Low, and Koo Yin Soon of Shearn Delamore & Co. The two speakers will take on the role of opposing counsel for and against a judicial management application. The Judicial Commissioner will then hear arguments, pose questions and then decide on the application. The counsel have already prepared their skeletal submissions and filed it before the Judicial Commissioner.
As a sneak preview, here are the background facts for this case study of the fictional Photon Bhd and how the company applies for judicial management. Will the judicial management application succeed? Will Photon Bhd rise again? Continue reading
Selangor Properties Berhad: Proposed Selective Capital Reduction
I read in the news about the proposed selective capital reduction exercise for the listed company Selangor Properties Berhad. The major 68.2% shareholder of Selangor Properties proposes to privatise the company and allow the remaining 31.8% shareholders to exit the company with a pay-out of RM5.70 per share.
I read the announcement dated 25 October 2018. I was interested to see that the proposed mechanism for the selective capital reduction will be by way of a court order under section 116 of the Companies Act 2016. This is instead of the alternative route of using the solvency statement. Continue reading
Shareholder Oppression: A Personal Wrong or a Corporate Wrong?
Lee Shih and Joyce Lim discuss the effect of the Singapore Court of Appeal’s decision in the Sakae Holdings case. This article was originally published in Skrine’s Legal Insights Issue 03/2018.
In the recent case of Ho Yew Kong v Sakae Holdings Ltd [2018] SGCA 33 (“Sakae Holdings”), the Singapore Court of Appeal had the opportunity to clarify the distinction between personal wrongs committed against shareholders of a company and corporate wrongs against the company. This distinction directly relates to the question of whether the appropriate relief in each respective scenario would be by way of an oppression action or a statutory derivative action.
The Singapore Court of Appeal set out a framework to determine whether an aggrieved shareholder could maintain an oppression action or ought to have pursued a statutory derivative action instead. Continue reading
Case Update: The First Judicial Management Decision in Malaysia
Summary
The High Court case of Re Leadmont Development Sdn Bhd [2018] MLJU 1320; [2018] 1 LNS 1420 is the first decision on judicial management in Malaysia.
Judicial management orders were granted ex parte for two related companies, Leadmont Development Sdn Bhd (“Leadmont”) and its subsidiary Sierra Delima Sdn Bhd (“Sierra Delima”). The judicial management orders were to facilitate the rehabilitation of these two companies. The companies wanted to successfully complete their project, the Selayang StarCity Project. A secured creditor of the companies, Infra Segi Sdn Bhd (“Infra Segi”), intervened after the grant of the judicial management orders to set aside the orders.
The decision is important for setting out the background and statutory framework of the judicial management provisions in Malaysia. It spells out the test for the grant of a judicial management order. The Court ultimately exercised its inherent jurisdiction to set aside the earlier judicial management orders. Continue reading