Ng Jern-Fei QC: His Thoughts on His Journey to become a Queen’s Counsel

Ng Jern-Fei QC is a Malaysian and an English barrister and who was recently made Queen’s Counsel in February 2018. On 18 June 2018, Jern-Fei was very kind to speak at an interview session hosted by the Asian International Arbitration Centre. The session was titled ‘Defying Expectations: Thoughts on life as a barrister and the opportunities and challenges at the Bar.’ Some of the areas covered his motivations to practice at the English Bar, his successes and failures, and the skills needed to be an advocate.

It was a very interactive interview event with the interviewers Tatiana Polevshchikova (Senior Case Counsel, AIAC) and Crystal Wong (Senior Associate, Lee Hishammuddin Allen & Gledhill). There were also a lot of questions from the floor, with the majority of attendees drawn from young lawyers, law graduates and law students.

It was an inspirational session. Jern-Fei was very generous in sharing his knowledge and experience. I have had the privilege to have worked with Jern-Fei on several matters over the years. He is a role model for many lawyers and Malaysians out there.

Set out below are excerpts I took from the session. Any misquotes or inaccuracies are mine alone. Continue reading

Book Review: Corporate Powers Accountability (Third Edition)

Loh Siew Cheang’s Corporate Powers Accountability (Third Edition) is a must-have for corporate litigators and corporate lawyers

Introduction

A master craftsman would have essential tools for his trade. Likewise, a corporate litigator would have with him the essential text of Dato’ Loh Siew Cheang’s Corporate Powers Accountability.

Loh’s seminal text saw its second edition published in 2002. Sixteen years later, I looked forward to reading a copy of the third edition which was published in May 2018. I received a review copy of the book thanks to LexisNexis’ collaboration with The Malaysian Lawyer. I am extremely grateful to the publishers for extending me a copy of this book and the book will immediately find its place on my bookshelf.

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1MDB is Insolvent: Directors’ Liabilities for the Debts

In a Media Release on 23 May 2018, Malaysia’s Ministry of Finance announced that it had met with 1MDB’s Board of Directors. The directors confirmed that 1MDB was insolvent and was unable to pay its debts. 1MDB’s debts may be in the region of RM42 billion. This figure is based on the declassified Auditor General Report  issued in 2015.

 

With this tremendous amount of debt, I touch on one aspect of directors’ liabilities. The directors and other officers of 1MDB, when allowing 1MDB to take on so much debt, can be held personally liable for these debts. Continue reading

Case Update: A Shareholder Derivative Action Can Be Brought for Benefit of a Deadlocked Company

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

MACC Amendment Bill: Introduces Corporate Liability for Corruption Offences

The MACC Amendment Bill 2018 has been presented in Parliament on 26 March 2018. One of the key changes is the introduction of corporate liability for corruption offences. 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 MACC Amendment Act has now been gazetted on 4 May 2018 and where I share more of my thoughts.]

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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.

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