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  MLJU 1198 (see the grounds of judgment dated 18 August 2020) dealt with two issues relating to the Board meeting requirements for companies.
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 →
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.
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.
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 →
The High Court decision in Majlis Amanah Rakyat (MARA) v Dato’ Abd Rahim Adb Halim & Ors 8 CLJ 738;  MLJU 1008 touched on some important points on the appointment of directors. It is also the first decision to briefly deal with the new right of management review under section 195 of the Companies Act 2016 (CA 2016).
This dispute arose from the boardroom and shareholder tussle where MARA had requisitioned for an EGM of the company, Med-Bumikar. Med-Bumikar held a substantial stake in the listed entity, MBM Resources Bhd (MBMR). UMW had tabled an offer to purchase Med-Bumikar’s stake in MBMR. The crown jewel at the heart of the dispute was essentially MBMR’s 20% stake in Perodua. UMW already had approximately 38% interest in Perodua and this would allow UMW to have control over Perodua. Continue reading →