Case Update: Federal Court Decides On Duty of Liquidator of a Wound-up Listed Company

Nathalie Ker writes an update on the Federal Court decision on the duties of a liquidator of a listed company.

The Federal Court has now issued its grounds of judgment (dated 31 March 2022) allowing the appeal of Bursa Malaysia Securities Berhad (Bursa) in Bursa Malaysia Securities Berhad v Mohd Afrizan bin Husain (Appeal No.: 02(f)-39-07/2021(W)). The grounds of judgment may be found here. The Federal Court reversed the earlier Court of Appeal decision.

The Court addressed two main issues. First, whether Bursa was obliged to immediately delist a listed company upon the company being served with a winding up order (pursuant to Rule 16.11(2) of the ACE Market Listing Requirements (AMLR)). Second, the duty of a liquidator as the person in control of the management of a listed corporation to ensure compliance with the Listing Requirements. Continue reading

Case Update: Mandatory for Bursa Malaysia to De-List a Wound Up Company

[Edit: The Federal Court, in its grounds of judgment dated 31 March 2022, has overturned this Court of Appeal decision. Bursa Malaysia does have discretion on the de-listing of a wound-up company.]

The Court of Appeal in Bursa Malaysia Securities Berhad v Mohd Afrizan bin Husain (grounds of judgment dated 2 July 2021) ruled that once a winding up order was made against a public listed company, Bursa Malaysia must de-list that company from the stock exchange.

The case dealt with interesting issues between the interplay of a liquidator’s role under the Companies Act and where the liquidated company is also subject to Bursa Malaysia’s Listing Requirement.

The Federal Court has granted leave to appeal against this Court of Appeal decision.

Continue reading