Malaysia Case Law: Decisions & Judgments

Topic

Minority shareholder rights

Legal area

Court

19 Dec 2024

LEE TIN HUI 1. ) GL PROPERTY MANAGEMENT SDN BHD 2. ) LEE HIONG KIAT 3. ) KEE CHAI HONG

Citation

WA-24NCC-339-07/2024 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-339-07/2024 (Mahkamah Tinggi)

Applying the Federal Court's Low Cheng Teik test, the court found the majority's systematic extraction of value through unauthorised director loans and excessive remuneration, together with withholding of dividends and information, constituted conduct targeted at and prejudicial to the minority shareholder; section 224(4) and (5) apply to exempt private companies for approval and repayment timelines so the loans were unlawful; directors' remuneration was unlawful absent prior member approval and could not be cured by reactive ratification; plaintiff had standing as beneficial owner to challen…
16 Dec 2024

TAN LAE PENG 1. ) KHOO THEAN SAN 2. ) CHUA LI WAH 3. ) SALT MARKETING SDN BHD

Citation

BA-24NCC-67-06/2024 (Mahkamah Tinggi)
Court

High Court
Case number

BA-24NCC-67-06/2024 (Mahkamah Tinggi)

The company is a quasi-partnership; the plaintiff had a legitimate expectation to remain in management while a shareholder; the 1st defendant's conduct in falsely claiming resignation, excluding her from management, issuing an EGM notice to remove her, denying access to records and making a false CBT accusation amounted to oppression under s346; the company secretary is a distinct officer and generally a third party but executed contested instructions and was implicated factually; equitable remedy of buyout by independent valuation was appropriate rather than winding up.
19 Sept 2023

1. ) MERGE JATI ENGINEERING SDN BHD 2. ) HOW KEN KON @ LOW KEN KON 1. ) KANG JIT SING 2. ) NG MUI KOON 3. ) KANG KOK WEE, KELVIN 4. ) KANG KOK YONG, JASON 5. ) TONGOD OIL PALM SDN BHD 6. ) PINANGAH OIL PALM SDN BHD 7. ) WEST BORNEO RESOURCE

Citation

JA-24NCC-35-12/2022 (Mahkamah Tinggi)
Court

High Court
Case number

JA-24NCC-35-12/2022 (Mahkamah Tinggi)

The court found on the facts that the majority's conduct — including delegating negotiations without shown board authority, dismissing minority queries, opening accounts and diverting funds without minority knowledge, and effecting a dilution of WBS's control in PT SMS — amounted to oppression under s.346 Companies Act 2016; accordingly the minorities are entitled to a court-ordered buy-out by majority shareholders (with court-approved independent valuation and specified transfer mechanisms), and a conditional alternative winding-up remedy if the buy-out orders are not complied with; the decl…
19 May 2023

Le Apple Boutique Hotel (KLCC) Sdn Bhd Keen Solution Sdn Bhd

Citation

W-02(NCC)(A)-1113-06/2022 (Mahkamah Rayuan)
Court

NCC
Case number

W-02(NCC)(A)-1113-06/2022 (Mahkamah Rayuan)

The Court of Appeal allowed the appeals and set aside the winding up order because the petition was an abuse of process driven by an ulterior mala fide purpose linked to related companies; the High Court erred in not lifting the corporate veil, in adjudicating live issues of Suit 832, and in finding an oral JV and cessation of business without cogent evidence; LABHKLCC remained a going concern and the winding up was unjustified.
28 Apr 2022

CHAN TAI PING 1. ) NING YANG PROPERTIES SDN BHD [Business Registration No.: 948710-H 2. ) Lee Zhen Ning 3. ) Lee Wah Ching

Citation

WA-22NCC-567-11/2020 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-567-11/2020 (Mahkamah Tinggi)

Plaintiff failed to prove on the balance of probabilities the alleged misappropriation; the pleaded misconduct, even if true, would primarily be a wrong to the company requiring a derivative action; removal of the plaintiff as director was valid under the articles and majority rule and did not constitute oppression qua shareholder; other monetary claims were unsupported, time-barred or abandoned; claim dismissed with costs.

Malaysia Case Law

LEE TIN HUI 1. ) GL PROPERTY MANAGEMENT SDN BHD 2. ) LEE HIONG KIAT 3. ) KEE CHAI HONG

TAN LAE PENG 1. ) KHOO THEAN SAN 2. ) CHUA LI WAH 3. ) SALT MARKETING SDN BHD

1. ) MERGE JATI ENGINEERING SDN BHD 2. ) HOW KEN KON @ LOW KEN KON 1. ) KANG JIT SING 2. ) NG MUI KOON 3. ) KANG KOK WEE, KELVIN 4. ) KANG KOK YONG, JASON 5. ) TONGOD OIL PALM SDN BHD 6. ) PINANGAH OIL PALM SDN BHD 7. ) WEST BORNEO RESOURCE

Le Apple Boutique Hotel (KLCC) Sdn Bhd Keen Solution Sdn Bhd

CHAN TAI PING 1. ) NING YANG PROPERTIES SDN BHD [Business Registration No.: 948710-H 2. ) Lee Zhen Ning 3. ) Lee Wah Ching