Case Update: Director’s Breach of Fiduciary Duty Through Inaction

The Privy Council’s decision in Byers v Chen Ningning [2021] UKPC 4 reiterates certain key points of law on the director’s fiduciary duty to the company. A director who knows that a fellow director is acting in breach of duty or that an employee is misapplying the assets of the company must take reasonable steps to prevent that from happening.

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Shareholders’ Say on Directors’ Pay: First Prosecution Due to Failure to Obtain Shareholders’ Approval

I read the news on the Companies Commission of Malaysia charging NWP Holdings Bhd for its failure to obtain shareholders’ approval for directors’ fees. This failure was for two financial years of 2017 and 2018. This charge relates to section 230 of the Companies Act 2016 (CA 2016), being a new provision requiring shareholders in a general meeting to approve the fees of the directors. Essentially, the shareholders having a say on the directors’ pay. This is the first reported prosecution involving this section. Continue reading

Case Update: Federal Court Decides on Threshold for Winding Up Based on Illegality

In Tan Keen Keong @ Tan Kean Keong v Tan Eng Hong Paper & Stationery Sdn Bhd & Ors and other appeals [2020] MLJU 2204 (grounds of judgment dated 17 December 2020), the Federal Court dealt with an important question of law for a just and equitable winding up.

What is the threshold for winding up a company based on allegations of illegality or breach of statute? Continue reading

Top 5 Restructuring & Insolvency Cases in Malaysia for 2020

We continue the Top 5 cases series with the top five restructuring & insolvency cases in Malaysia for the year 2020. You can also read the 2019 edition. This year’s cases range from restraining orders, judicial management and voluntary arrangement in bankruptcy. Continue reading

Top 5 Company Law Cases in Malaysia for 2020

This article kickstarts the series of the Top 5 cases for the year 2020. This follows last year’s Top 5 Company Law Cases in Malaysia for 2019, restructuring and insolvency cases, and arbitration cases. This year’s series will cover five areas: company law, tax, construction, restructuring and insolvency, and arbitration cases in Malaysia.

We start with this year’s top company law cases in Malaysia. I will do things a bit differently as there were a number of interesting company law decisions. So I group the cases (which are more than five) into five areas of company law issues. Continue reading

Case Update: Board Meeting Notice Need Not Contain Full Details of the Business of the Meeting

Joyce Lim writes an update on a High Court decision on how the notice of a Board meeting need not contain the particulars of the business to be transacted at that meeting

The High Court in the recent case of Rozilawati binti Haji Basir v Nationwide Express Holdings Berhad & Ors [2020] MLJU 1198 (see the grounds of judgment dated 18 August 2020) dealt with two issues relating to the Board meeting requirements for companies.

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