Category: Corporate & Commercial Disputes

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Majority Oppression: Is It Even Possible?

We have been dealing with a lot of minority oppression cases/ issues in our previous articles. In this article, we will deal with the exact opposite, namely, whether the majority shareholders of a company can be oppressed/ bring an oppression suit.  What is oppression? Oppression is an act whereby the action of the company (against…
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April 12, 2021 0

Before Or After? Vesting A Company’s Land In The Hands Of A Liquidator

Can directors of a company and/ or third parties can be held personally liable for oppression action? This issue was dealt with recently in the Federal Court in Auspicious Journey Sdn Bhd v Ebony Ritz Sdn Bhd & Ors. We shall briefly discuss the question posed. (we have previously dealt with the issues of bringing…
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April 12, 2021 0

Case Study: Determining The Value Of Shares During A Transfer Of Shares Scenario

When shares are transferred from one party to another, how does the company value the shares (for stamp duty purposes)?  Is it: a: A fixed value as stated in the transfer form; or b: Other considerations need to be taken into account in determining the actual value of shares of the date of transfer? Let…
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March 31, 2021 0

Case Study: Awarding Damages To A Co-Petitioning Company In A Derivative Action?

Can a company be joined as a co-petitioner in a derivative action against the company itself? Let us briefly look at the case of Koh Jui Hiong @ Koa Jui Jeong & Ors v Ki Tak Sang @ Kee Tak Sang And Another Appeal and determine the question above.  Brief facts of the case One…
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March 31, 2021 0

A Quick Guide On Company Liquidators

In this article, we will briefly share the laws governing a liquidator, namely: How are they appointed? In a voluntary winding up scenario, via a resolution: By a member’s voluntary winding up where the company is solvent and the liquidator is appointed by the members at the members’ meeting; or By a creditors’ voluntary winding…
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March 22, 2021 0

Can An Individual Raise The Concept Of Equity In Oppression Suit?

Can equity comes into play in an oppression suit? In this article, we will briefly discuss this issue. The law in relation to this topic First thing’s first, what is “Oppression”? Under section 346 of the Companies Act, oppression happens when the actions of the company (in regards to the treatment of the shareholders of…
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February 20, 2021 0

An Quick Introduction On The Different Types Of Business Agreements

What are some of the business agreements that we often see in Malaysia? Today, we will briefly share some (but not all) of them. Sale of business agreement (in a sole proprietorship scenario) What is the agreement all about? Such agreement usually involves the buying/ selling of a business (sole enterprise/ proprietorship) from one party…
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January 31, 2021 0

What Is A Limited Liability Partnership?

What is an LLP An LLP, short term for “limited liability partnership”, is a partnership that combines the features you will find in a partnership and a limited liability company. In this regards, an LLP: Is mostly governed by the Limited Liability Partnership Act; Accords protection to its partners similar to the protection accorded to…
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January 18, 2021 0

Fraudulent Trading

What is fraudulent trading? Fraudulent trading is an act whereby a company carries on business operations with the intent to commit fraud/ purposefully defrauding its creditors/ creditors of other entity. Under section 540 Companies Act, it can be noted that fraudulent trading is both a civil criminal offence and is punishable by steep fines, debt/liabilities…
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December 22, 2020 0

What Is A Shadow Director?

What is a shadow director A shadow director is a director who:  Is not formally appointed by the company; Are usually the ones who are controlling/ commanding the formally appointed directors (de jure directors) in the background; and The instructions given by them are usually followed and carried out by members of the board of…
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October 6, 2020 0