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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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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Case Update: Fraudulent Trading Rebooted

The High Court in the Sulaiman & Taye decision (see the grounds of judgment dated 8 July 2020 of Ong Chee Kwan JC) deals with very significant issues in relation to fraudulent trading. Fraudulent trading is where directors of a company have to bear personal liability for the debts of a company in winding up. This is because the directors carried on the business of the company with the intent to defraud its creditors. In particular, whether the delinquent directors bearing personal liability then has to pay directly to the aggrieved applicant or to pay into the wound up company’s assets for the general benefit of all the creditors. Continue reading

Talk – Reliefs and Risks for Companies and Directors: COVID-19 Temporary Measures

I have been invited to speak at the Malaysian Institute of Accountants‘ webinar on Wednesday 17 June 2020. It is titled Reliefs and Risks for Companies and Directors: COVID-19 Temporary Measures. My co-speaker is Kenneth Foo, both of us being the authors of Companies Act 2016: The New Dynamics of Company Law in Malaysia. Here is the registration form for the two-hour webinar. Fees are RM150 for MIA members and RM195 for non-members.

This seminar will cover all the common practical issues for companies arising from the movement control restriction. With the heightened risk of solvency-related issues, directors must also be aware of their responsibilities and the risks of personal liability.

 

MIA Webinar – Red Alert: Directors’ Responsibilities in the Zone of Insolvency

I have been invited to speak as part of the Malaysian Institute of Accountants webinar series. My session is on Thursday 14 May 2020, 10.30am to 11.30am. It is titled ‘Red Alert: Directors’ Responsibilities in the Zone of Insolvency’.

I will cover the follow areas:

  • Directors’ duties when a company approaches insolvency.
  • The risk of insolvent and fraudulent trading.
  • The need to consider restructuring and winding up options.
  • Pros and cons of each option.

This is a free webinar but prior registration is required. Please email: [email protected] to register.

 

Talk on Resolving Boardroom and Shareholders Disputes

On Tuesday 7 April 2020, I will be speaking at the Companies Commission of Malaysia seminar on ‘Resolving Boardroom and Shareholders Disputes‘. It is a half day talk from 9am to 1pm and with a registration fee of RM250 or RM300. It is open to members of the public.

I am looking forward to sharing practical insight from the various cases I have worked on. I frequently receive queries from company secretaries, directors and shareholders on certain disputes. I then designed this seminar around these often raised issues. Continue reading