directors duties

Talk on Resolving Boardroom and Shareholders Disputes

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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 →

Case Update: The MARA Decision on Appointment of Directors and Management Review

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The High Court decision in Majlis Amanah Rakyat (MARA) v Dato’ Abd Rahim Adb Halim & Ors [2018] 8 CLJ 738; [2018] 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).

Image: www.theedgemarkets.com

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 →

IMLC Conference Paper: Navigating the Directors’ Duty to Act in the Best Interest of the Company

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On 15 August 2018, I spoke at the International Malaysia Law Conference 2018. I presented my paper on Navigating the Directors’ Duty to Act in the Best Interest of the Company. I have uploaded my paper and you can click on the link.

The paper analysed the Federal Court decision in Tengku Dato’ Ibrahim Petra bin Tengku Indra Petra v Petra Perdana Bhd [2018] 2 MLJ 177, FC, or otherwise known as the Petra Perdana decision. The principle on the division of powers between the directors and shareholders was also compared with the present position under section 195 of the Companies Act 2016. Continue reading →

International Malaysia Law Conference 2018: Corporate Responsibilities Fiduciary Obligations

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I have been invited to speak at this year’s International Malaysia Law Conference 2018. I will be speaking on Day 2, Breakout Session 4, from 12pm to 1.15pm along with other panellist speakers. The session is titled Corporate Responsibilities: The Place of Fiduciary Obligations.

The Honourable Justice Margaret Beazly AO, President of the New South Wales Court of Appeal, will be the main speaker. Dato’ Anantham Kasinather, retired Court of Appeal Judge, and Dato’ Mohammed Faiz, Executive Chairman of PwC Malaysia, will also be sharing their insights.

Company directors have a fiduciary obligation to always act in the best interest of their company – in accordance with the business judgment rule – and to discharge their directors’ duties in compliance with the law. How should conflicts of duty and interests be dealt with? How does the Malaysian position compare with the position in New South Wales?

Continue reading →