Petra Perdana

Case Update: Company Constitution Does Not Extend Indemnity for Directors

Lee ShihLeave a comment

The Court of Appeal in Perdana Petroleum Berhad v Tengku Dato’ Ibrahim Petra and others (grounds of judgment dated 15 October 2021) has ruled on a significant company law issue. Whether the company’s constitution alone can give rise to an indemnity by the company in favour of directors or former directors.

This decision will have an impact on company directors, auditors, company secretaries and other officers of the company attempting to rely on the indemnity clause contained in the constitution.

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IMLC Conference Paper: Navigating the Directors’ Duty to Act in the Best Interest of the Company

Lee Shih2 Comments

On 15 August 2018, I spoke at the International Malaysia Law Conference 2018. I presented my paper on Navigating the Directors’ Duty to Act in the Best Interest of the Company. I have uploaded my paper and you can click on the link.

The paper analysed the Federal Court decision in Tengku Dato’ Ibrahim Petra bin Tengku Indra Petra v Petra Perdana Bhd [2018] 2 MLJ 177, FC, or otherwise known as the Petra Perdana decision. The principle on the division of powers between the directors and shareholders was also compared with the present position under section 195 of the Companies Act 2016. Continue reading →

Case Update: Federal Court Decides on Extent of Directors’ Duties – Key Lessons for Directors

Lee Shih7 Comments

The Federal Court issued its grounds of judgment in the Tengku Dato’ Ibrahim Petra bin Tengku Indra Petra v Petra Perdana Berhad case. This is a significant decision explaining the scope of directors’ duties. It gives guidance on when a director acts in the best interest of the company and the discretion afforded to a director when the director makes a business judgment.

This case update will set out the brief background facts of the case and the legal principles that were decided by the Federal Court.  I also set out the key takeaways and points that directors should take note of. Continue reading →