shareholders agreement

Top 5 Company Law Cases in Malaysia for 2020

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This article kickstarts the series of the Top 5 cases for the year 2020. This follows last year’s Top 5 Company Law Cases in Malaysia for 2019, restructuring and insolvency cases, and arbitration cases. This year’s series will cover five areas: company law, tax, construction, restructuring and insolvency, and arbitration cases in Malaysia.

We start with this year’s top company law cases in Malaysia. I will do things a bit differently as there were a number of interesting company law decisions. So I group the cases (which are more than five) into five areas of company law issues. Continue reading →

Shareholder Oppression: A Personal Wrong or a Corporate Wrong?

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Lee Shih and Joyce Lim discuss the effect of the Singapore Court of Appeal’s decision in the Sakae Holdings case. This article was originally published in Skrine’s Legal Insights Issue 03/2018.

In the recent case of Ho Yew Kong v Sakae Holdings Ltd [2018] SGCA 33 (“Sakae Holdings”), the Singapore Court of Appeal had the opportunity to clarify the distinction between personal wrongs committed against shareholders of a company and corporate wrongs against the company. This distinction directly relates to the question of whether the appropriate relief in each respective scenario would be by way of an oppression action or a statutory derivative action.

ST Photo. Image from the Business Times Singapore.

The Singapore Court of Appeal set out a framework to determine whether an aggrieved shareholder could maintain an oppression action or ought to have pursued a statutory derivative action instead. Continue reading →

Shareholders’ Agreement to Appoint a Director: Not an Absolute Right

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Shareholders’ agreements and joint venture agreements usually contain provisions that allow for a shareholder to appoint a certain number of directors to the Board of the company. This allows for the balancing of the rights and commercial interests of the shareholders. For example, a minority shareholder may want to ensure that there is a guaranteed minimum Board representation that the minority shareholder can have.

The question is whether this contractual right to appoint a director is an absolute right and what is the legal nature of this power to appoint a director. Could there be situations where the board of directors will refuse to recognise the appointment of a director under a shareholders’ agreement? How is this interpreted in Malaysia under the Companies Act 2016?

Continue reading →