shareholders Archives - The Malaysian Lawyer

Shareholders’ Say on Directors’ Pay: First Prosecution Due to Failure to Obtain Shareholders’ Approval

15 February, 202115 February, 2021Lee ShihLeave a comment

I read the news on the Companies Commission of Malaysia charging NWP Holdings Bhd for its failure to obtain shareholders’ approval for directors’ fees. This failure was for two financial years of 2017 and 2018. This charge relates to section 230 of the Companies Act 2016 (CA 2016), being a new provision requiring shareholders in a general meeting to approve the fees of the directors. Essentially, the shareholders having a say on the directors’ pay. This is the first reported prosecution involving this section. Continue reading →

Case Update: Federal Court Decides on Threshold for Winding Up Based on Illegality

22 January, 202122 January, 2021Lee ShihLeave a comment

In Tan Keen Keong @ Tan Kean Keong v Tan Eng Hong Paper & Stationery Sdn Bhd & Ors and other appeals [2020] MLJU 2204 (grounds of judgment dated 17 December 2020), the Federal Court dealt with an important question of law for a just and equitable winding up.

What is the threshold for winding up a company based on allegations of illegality or breach of statute? Continue reading →

Company Law Case Update: Oppression Issues on Beneficial Shareholders and a Shareholders Agreement

4 March, 20208 June, 2020Lee ShihLeave a comment

The High Court decision in Gue See Sew & 2 others v Heng Tang Hai & 2 others (see the Grounds of Judgment dated 2 January 2020 and at Gue See Sew & Ors v Heng Tang Hai & Ors [2020] MLJU 46) deals with important legal issues on whether a beneficial owner of shares can initiate an oppression action and whether breaches of a shareholders’ agreement can be grounds for oppression.

Continue reading →

7 Changes to Shareholders’ Rights and Remedies under the Companies Act 2016

13 March, 201714 May, 2018Lee ShihLeave a comment

One of the aims of the Companies Act 2016 is to strengthen shareholders’ rights. I anticipate further avenues for shareholders, in particular minority shareholders, to ensure that their rights are protected.

I set out below 7 changes to shareholders’ rights and remedies. In particular, some of these changes will likely lead to more shareholder litigation. This will test the exact limits of the new laws. For consistent reference, I will be referring to the term ‘shareholder’ and not to the term member of the company. Continue reading →

3 Things Companies Should Prepare for under the Companies Bill

20 April, 201614 May, 2018Lee ShihLeave a comment

After my earlier introduction and summary of the new Companies Bill, I will be writing a series of articles on the new Companies Bill. I aim to release an article every few weeks or so, touching on the different areas of the new law. For ease of reference, I will continue to refer to it as the Companies Bill and insert the clause references in brackets.

I kick off this series by focusing on 3 things existing companies should already look out for under the Companies Bill. While the Companies Bill may only come into force in the next 6-12 months or so, I highlight 3 areas companies should start preparing for right now.

In summary, these 3 areas are:

Your existing Memorandum and Articles of Association: Do you need to fine-tune the provisions?
The new law will shift to a no-par value regime: Impact on your existing share premium account.
Putting in place checklists and guidelines for the new internal processes.

Continue reading →

How to Slay a Dragon – Shareholder Remedies in Malaysia

24 November, 201514 May, 2018Lee Shih6 Comments

Within the corporate sphere, there is an ever-present tension between majority rule, where the majority shareholders are allowed to dominate the decision-making process, and that of protection of minority shareholders. Where majority rule is abused and is wielded in the majority’s self-interest rather than the interest of the company, then the minority shareholder may be able to seek court intervention for relief.

I have always found this area of company law fascinating and I will be writing more on this in future. This article will serve as a primer on some of the forms of shareholder remedies, especially in a Malaysian context.

Continue reading →

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