The High Court in Re Top Builders Capital Berhad and others (No. 2) [2022] MLJU 1 (grounds of judgment dated 5 January 2022) has set out several important points for the sanction of a scheme of arrangement. Some of these issues have been decided for the first time under Malaysia law.
We look back at the year 2021 and with a countdown of the top 5 most-read articles on The Malaysian Lawyer this year. We look forward to having our readers continue to frequent this blog in the year 2022.
We start this year’s Top 5 cases series with a feature on the Top 5 Company Law Cases in Malaysia for 2021 (see the 2020 Company Law Cases edition and the 2019 Company Law Cases edition).
This list will cover decisions on shareholder’s oppression, the shadow director, indemnity for officers, pre-emptive right and adjourned general meetings.
On 16 December 2021, Scomi Group Berhad (Scomi) made a stock exchange announcement that the Court of Appeal granted an interim preservation order to prevent legal proceedings against Scomi. In effect, Scomi seems to have obtained a moratorium against all legal proceedings despite the dismissal of its earlier judicial management application. There are some interesting issues that arise from this development. Continue reading
On 19 November 2021, The Edge reported that the candy manufacturer, Khee San Food Industries Sdn Bhd (KSFI), has been placed under interim judicial management. KSFI is the wholly-owned subsidiary of the public-listed Khee San Bhd.
On 17 November 2021, the Court made an ex parte Order to appoint an interim judicial manager, Datuk Adam Primus Varghese Abdullah of Messrs ADAMPRIMUS, over KSFI. The interim judicial management of KSFI in turn resulted in Khee San Bhd triggering Practice Note 17 (PN17). PN17 is essentially the financial distress criteria set by Bursa Malaysia Securities. KSFI’s assets account for over half of the total assets of Khee San on a consolidated basis.
I believe this is the first time a financial institution creditor has applied to place the debtor company under judicial management. I set out some of the guiding legal principles and the facts of this case.
The Court of Appeal in Perdana Petroleum Berhad v Tengku Dato’ Ibrahim Petra and others (grounds of judgment dated 15 October 2021) has ruled on a significant company law issue. Whether the company’s constitution alone can give rise to an indemnity by the company in favour of directors or former directors.
This decision will have an impact on company directors, auditors, company secretaries and other officers of the company attempting to rely on the indemnity clause contained in the constitution.
