A brief guide on “derivative action” A derivative action is an exception to the common law rule in Foss v Harbottle (the rule in Foss v Harbottle provides that if a company suffers a wrong, prima facie it is the company itself that should institute an action to remedy the wrong done to it, and…
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A brief history of erinford injunction Erinford came about when the court realizes there is a need to ensure that a decision (when appealed) to a higher court, will not be rendered of no value or importance if the decision is revered by the higher court, in the sense that there is nothing left for…
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Can a party institute a civil action against an offending party after the offending party’s assets and properties are seized under AMLA? This question was briefly analyzed and dealt with in Protasco Bhd v PT Anglo Slavic Utama & Ors, which we will briefly have a look at in this article. Brief facts of the…
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The Federal Court in Auspicious Journey Sdn Bhd v Ebony Ritz Sdn Bhd & Ors recently dealt with the issue of whether directors of a company and/ or third parties can be held personally liable for oppression action. To cut the long story short, the Federal Court held in the positive. The long answer is…
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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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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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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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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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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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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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