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Case Update: Statutory Immunity, the National Sports Institute of Malaysia, and the Issue of Good Faith

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In the High Court Grounds of Judgment dated 6 July 2018, this sports law decision touched on the statutory immunity of the National Sports Institute of Malaysia under the National Sports Institute Act 2011. This decision also sets out some useful general principles when statutory bodies rely on statutory immunity under an Act and how civil suits may risk being struck out. The National Sports Institute was represented by sports lawyers, Richard Wee and Lesley Lim.

As in this case, statutory immunity often includes the requirement of good faith. Would a plaintiff bringing an action have to assert the absence of good faith, or would the defendant have to actively put forward a good faith argument? Continue reading →

Some Recent Developments in Shareholder Meetings in Malaysia

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Shareholder meetings are an important platform to allow for members to debate and vote on matters affecting the affairs of a company. Case law has held that the holding of the general meeting, and the right to vote, are a fundamental right of the members.

Hence, it is particularly important to meet all legal requirements for such meetings. A technical non-compliance may result in the meeting being invalid and void.

I wanted to touch on three recent legal developments on shareholder meetings. The issues range from whether there is a need to second a proposed resolution, the powers of the corporate representative, and the ability to requisition a general meeting. Continue reading →

Say on Pay: 6 Issues on Shareholders’ Say on Executive Salaries

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Shareholders’ say on pay. Over the last few weeks in Malaysia, there have been discussions on the pay of the top executives or directors of companies. I set out 6 key legal issues that relate to this in light of the Companies Act 2016 (CA 2016) and the Malaysian Code of Corporate Governance 2017 (MCCG). The issues include the distinction between directors’ fees and the pay or remuneration of a CEO, and how do shareholders have their say on the payment of these fees or remuneration.

I set out these issues in the context of public listed companies. Continue reading →

Case Update: When there are competing nominees to be appointed liquidator

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The High Court in its Grounds of Judgment dated 20 June 2018 in Abdul Rahman bin Ismail v Pembangunan Qualicare Sdn Bhd (Penang High Court Winding Up Petition No. 28-6-01/2013) made an interesting observation when there are competing nominees to be appointed as liquidator in a court winding up.

The High Court raised the possibility of a need for a mini trial in order to test the suitability of the two competing liquidator nominees. Continue reading →

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

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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)

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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.

Continue reading →