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
The MACC Amendment Bill 2018 has been presented in Parliament on 26 March 2018. If the Bill is passed, these provisions will come into force once the amendment Act is gazetted. [edit: Since writing this article, it has also been reproduced in theSun newspaper on 30 March 2018.]
The main thrust of this Bill is to introduce a new far-reaching corporate liability provision into the MACC Act. There are key changes and steps that companies, and its directors and officers have to be aware of.
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
On 20 April 2018, I will be speaking at the Legal Logic Asia talk on The Companies Act 2016: Post Implementation Challenges, New Corporate Rescue Mechanism Rules 2018 & Malaysian Code of Corporate Governance.
My co-speaker, Kenneth Foo, and I designed the course contents and the programme should be very enriching for the audience. We will using practical examples and real-life case studies to flesh out the issues we have come across. You can access the registration form here and with an early bird rate of RM800 if you sign up by 13 April 2018.
On 12 October 2015, following up on an idea that came up during a chat between lawyers (and soon-to-be TML co-founders) Lee Shih and Marcus van Geyzel over a midweek duck noodle lunch in Midvalley a few days earlier, the first post was published on TheMalaysianLawyer.com.
What started off as a fun side project with the intention of featuring practical, high-quality, and relevant legal content, has taken on a life of its own. TML has opened many doors for us as its co-founders, and earlier this week we hit another milestone — 1,000,000 views.