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

Malaysia Chapter: INSOL-World Bank Group Global Guide Covid-19

The INSOL-World Bank Group has updated its Global Guide on measures adopted to support distressed businesses through the Covid-19 crisis. The publication is now updated to the changes as at April 2021. I had earlier posted up the earlier edition of the guide as at April 2020.

The Global Guide covers 80 countries, and how each country had tackled the Covid-19 crisis through governmental, regulatory and legal relief measures.

Nathalie Ker and I contributed the Malaysia chapter for the INSOL-World Bank Global Guide.

In comparison with global trends, Malaysia has not been quick enough to update laws to provide the full range of reliefs for distressed businesses.

 

Case Update: Court of Appeal Decision on Sale by Tender by Receivers

SALE BY TENDER: WHEN DOES A CONTRACT ARISE?

Nathalie Ker discusses a Court of Appeal case on a sale by tender by receivers and managers. This article was originally published in Skrine’s Legal Insights Issue 03/2018.

It is common practice for the receivers or liquidators selling the assets of a company to conduct a sale by tender, issuing an Information Memorandum and inviting tenders from various parties. In such a situation, when does acceptance take place and when is a contract formed?

The Court of Appeal delved into these issues in the recent case of Emas Kiara Sdn Bhd v Michael Joseph Monteiro & Ors; Farcoll Estate Sdn Bhd & Ors (Interveners) [2018] 8 CLJ 17 (“Emas Kiara v Monteiro”).

The Court applied the principles of formation of contract to the issue as to whether a contract existed between the Appellant, Emas Kiara Sdn Bhd (“Emas Kiara”), and the 1st and 2nd Respondents who were receivers and managers (“R&M”) of the 3rd Respondent, Lembah Beringin Sdn Bhd (“Lembah Beringin”). Continue reading