The Federal Court in Perak Integrated Networks Services Sdn Bhd v Urban Domain Sdn Bhd & Ors (see the Federal Court Grounds of Judgment dated 16 April 2018) has ruled on the issue of whether a common law derivative action can be initiated where the company is in a 50:50 deadlock.
The question of law before the Federal Court was:
Whether a derivative action may in law be brought for the benefit of a company, the management and control of which are deadlocked.
The Federal Court answered the question in the affirmative. The Federal Court has also set out the definitive test on wrongdoer control for the purposes of a common law derivative action. The possibility of initiating a just and equitable winding up petition based on the deadlock does not in itself prevent a shareholder from bringing a derivative action. Continue reading
With the Companies Act 2016 in force for more than a year, I thought it is useful to set out a compendium of cases and transactions that have applied the Companies Act 2016 provisions.
As a summary, in terms of the reported cases, many of the cases relate to winding up based on the inability of the company to pay debts. This is under section 466 of the Companies Act 2016 (the old section 218 of the Companies Act 1965). Other cases also relate to other areas of winding up or shareholder disputes. I also highlight below examples of capital reduction and schemes of arrangement. Continue reading
One of the aims of the Companies Act 2016 is to strengthen shareholders’ rights. I anticipate further avenues for shareholders, in particular minority shareholders, to ensure that their rights are protected.
I set out below 7 changes to shareholders’ rights and remedies. In particular, some of these changes will likely lead to more shareholder litigation. This will test the exact limits of the new laws. For consistent reference, I will be referring to the term ‘shareholder’ and not to the term member of the company. Continue reading
Within the corporate sphere, there is an ever-present tension between majority rule, where the majority shareholders are allowed to dominate the decision-making process, and that of protection of minority shareholders. Where majority rule is abused and is wielded in the majority’s self-interest rather than the interest of the company, then the minority shareholder may be able to seek court intervention for relief.
I have always found this area of company law fascinating and I will be writing more on this in future. This article will serve as a primer on some of the forms of shareholder remedies, especially in a Malaysian context.