On 28.8.2024, the Federal Court issued a landmark decision that clarified the distinctions between oppression actions and derivative actions under the Companies Act 2016 (CA 2016). This ruling offers valuable guidance in determining the appropriate legal course based on individual circumstances. Facts Low Cheng Teik & ors v Low Ean Nee Civil Appeal No.: 02(f)-30-04/2023(W) was an appeal by Low Cheng Teik and two others (Appellants) against the decision of the Court of Appeal

Defamation is a legal concept recognised under the Defamation Act 1957 which aims to protect an individual’s reputation. This right is balanced against freedom of speech, allowing individuals to seek legal redress when defamatory content is published. It is trite that a statement can be considered defamatory if it has a tendency to lower, or adversely affect, a person's reputation; exposes a person to hatred, contempt or ridicule; causes him to be shunned or avoided or injure

It is commonplace that contracting parties will document their meeting of minds into a written agreement for formality and ease of enforceability. The question is whether contracting parties can subsequently come to a mutual agreement to vary the terms of the initial agreement including the agreement in relation to consideration i.e. price. Although a contract is essentially founded on the consent of both the promisor and promisee, this does not mean contracting parties can v

Derivative action is an action commenced on behalf of a company, especially in cases of “fraud on the minority” and “wrongdoers in control”. The commencement of derivative action is now a statutory regime under the Companies Act 2016 (CA). A complainant may, with the leave of court initiate, intervene in or defend a proceeding on behalf of a company. This is not confined to the members of the company alone as  it also extends to persons who are not members but entitled to be

In the complex world of legal disputes, where truth is often obscured by the fog of conflicting narratives, one might overlook the humble yet formidable power of a document. In the recent High Court case of Goh Choo Hock v Goh Swee Meng  [2024] AMEJ 0936, contemporaneous documents played a crucial role in determining the outcome of a land ownership dispute between 2 brothers.   Background   This case revolved around a dispute between two brothers, Goh Choo Hock (CH) and Goh S

Companies often embark on a spectrum of corporate exercises designed to bolster their market standing, drive shareholder value and adapt to the ever-evolving business dynamics.   This alert examines the various common corporate exercises that are undertaken by listed companies, ranging from rights issues to raise additional capital to bonus issues that reward shareholders. Each initiative represents a deliberate step towards sustainable growth of these listed companies.   Rig

Reinsurance is essentially insurance that a reinsurance company (reinsurer) undertakes to assume the risks of another insurance company (reinsured/primary insurer) for insurance policies they undertook with their customers (principal insured). Reinsurance facilitates the spreading of risk or financial exposure from the principal insurer to other reinsurers to enable them the possibility of underwriting larger risks. In the recent decision of Chubb Insurance Malaysia Bhd (dahu

Once a valid and enforceable judgment has been obtained by one party against another, a winding-up court will not revisit the judgment to determine whether the sum can be considered disputed, with the intent to defeat a winding-up petition against a company.   The recent Court of Appeal in Bludream City Development Sdn Bhd v Pembinaan Bina Bumi Sdn Bhd [2024] CLJU 545   discusses whether a company can be wound-up pursuant to an adjudication decision made under the Constructio

Multi-tiered dispute resolution clauses have become a ubiquitous feature in commercial contracts, offering parties an alternative avenue for resolving disputes outside traditional court proceedings.   Where a dispute resolution clause has been agreed upon by parties, the court’s primary task or duty is to give effect to that clause. Additionally, there may be even further prerequisites to arbitration, such as a mediation or negotiation clause on top of an arbitration clause,

We do not often consider the impact of our words, at least not in the strictly legal sense. Yet, across centuries and cultures, the value of reputation has been universally acknowledged. As Shakespeare's Iago astutely observed in Othello, reputation “ is an idle and most false imposition; oft got without merit and lost without deserving ”.   The law of defamation, governed by the Defamation Act 1957, seeks to provide an avenue to redress the frequently superfluous and unprovo

In the realm of legal proceedings, a powerful shield known as absolute privilege stands guard, providing robust protection to statements made within the confines of the courtroom. This doctrine which deeply rooted in the principles of justice and free speech, grants immunity from defamation claims to individuals involved in judicial proceedings. Amidst this legal landscape, a pivotal question arises: Can one truly speak freely within the courtroom or does the shadow of defama

The present information age is characterised by the abundance of information and minimal restrictions on access and control thereof. The right to freedom of speech and expression rises to prominence considering its role for the dissemination and acquisition of information and knowledge. In Malaysia, this right is constitutionally protected pursuant to Article 10 of the Federal Constitution.   It is trite, however, that the right to freedom of speech and expression is not abso

A striking out order (Order) is often described to be a draconian order. In this regard, the UK Supreme Court in the case of Summers v Fairclough Homes Ltd [2012] 1 WLR 2004 commented that: “The draconian step of striking a claim out is always a last resort, a fortiori where to do so would deprive the claimant of a substantive right to which the court had held that he was entitled after a fair trial. It is very difficult indeed to think of circumstances in which such a conclu

The doctrine of issue estoppel prevents a party from re-litigating a specific issue that has already been decided in an earlier legal proceeding. Essentially, if a particular issue was decided in a previous case, and that issue arises again in a subsequent case involving the same parties or their privies, the party is estopped (prevented) from re-litigating that issue. The then Supreme Court in Asia Commercial Finance (M) Bhd v Kawal Teliti Sdn Bhd [1995] 3 MLJ 189 explained

It is not uncommon for a slew of litigation to commence when there is a breakdown of shareholder relationship and often this is done to levy commercial pressure on the shareholder vis-à-vis damages on the company that will have a direct impact on the commercial value of the shares. This then works as a bargaining chip in resolving the shareholder dispute in favour of the party that commenced such litigation. Recourse Available To The Defendant Where the facts support a sugges

In today’s digital age, the dissemination of information made rapid through social media and online platforms has facilitated the spread of half-truths, where partial facts may be presented without context necessary to the picture. Incomplete information, where crucial facts are deliberately omitted, can lead to distorted perceptions and potential defamation. The recent Court of Appeal case of Tan Sri David Chiu Tat-Cheong v Seena Elizabeth Soy [2023] 3 MLJ 674 highlights the

29 September 2022 PUTRAJAYA (Sept 29): Barakah Offshore Petroleum Bhd and its subsidiary have withdrawn their appeal against the High Court decision dismissing their RM1.02 billion claim against Petronas Nasional Bhd (Petronas). “The appellants (Barakah Offshore and PBJV Group Sdn Bhd) have withdrawn the whole appeal with no order as to costs,” read the the notice of discontinuance sighted by The Edge . The notice was filed by their legal firm Messrs Fairuz Ali on Thursday (S

23 September 2022 KUALA LUMPUR (Sept 23): Judicial Commissioner Roz Mawar Rozain on Friday (Sept 23) recused herself from hearing another lawsuit involving 1Malaysia Development Bhd (1MDB) at the High Court. She withdrew from hearing 1MDB's suit against PetroSaudi International Ltd (PSI), PSI chief executive officer Tarek Obaid, Deutsche Bank and JP Morgan, when it was called up for case management, on the grounds that she may be privy to matters pertaining to 1MDB when she w

Seeking to protect seats, Penang assemblymen argue in court that anti-hopping law violates constitutional freedom 14 September 2022 GEORGE TOWN, Sept 14 — The counsel for four Penang assemblymen who are facing the prospect of losing their seats after switching political parties told the High Court here today that the state’s anti-hopping law is unconstitutional. Their lawyer Datuk DP Naban  said they were challenging the state law because it violated their right to freedom of

14 September 2022 GEORGE TOWN: The High Court has set Oct 6 for its decision on amending the originating summons (OS) for four Penang assemblymen who are facing the prospect of losing their seats under the state's anti-hopping law. The four had told the court that the law is in violation of their freedom of speech under Article 10(1) A of the Federal Constitution. Datuk DP Naban , who is representing the four assemblyman, namely Zulkifli Ibrahim (Sungai Acheh), Dr Afif Bahard