Malaysia Case Law: Decisions & Judgments

Topic

Business judgment rule

Legal area

Court

24 Feb 2026

1. ) Kulim (Malaysia) Berhad 2. ) Kulim Energy Nusantara Sdn Bhd 1. ) Ahamad Bin Mohamad 2. ) Abdul Rahman Bin Sulaiman 3. ) Zulkifly Bin Zakariah 4. ) Jamaludin Bin Md Ali 5. ) Azli Bin Mohamed 6. ) Shahrom Bin Mohd Saad

Citation

WA-22NCC-679-12/2022 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-679-12/2022 (Mahkamah Tinggi)

Court found 1st–4th defendants breached duties of care and disclosure in relation to the Barut and Amara projects by failing to disclose material due diligence/valuation issues and by departing from board directives (eg unlinking payment from HGU delivery), but the evidence did not show dishonesty, personal gain or fraudulent intent and plaintiffs failed to prove causation/quantum of loss; applying Section 581 Companies Act and the business judgment rule the court exercised equitable discretion to relieve the 1st–4th defendants from liability; claims against 5th and 6th defendants dismissed.
24 Feb 2026

1. ) Kulim (Malaysia) Berhad 2. ) Kulim Energy Nusantara Sdn Bhd 1. ) Ahamad Bin Mohamad 2. ) Abdul Rahman Bin Sulaiman 3. ) Zulkifly Bin Zakariah 4. ) Jamaludin Bin Md Ali 5. ) Azli Bin Mohamed 6. ) Shahrom Bin Mohd Saad

Citation

WA-22NCC-679-12/2022 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-679-12/2022 (Mahkamah Tinggi)

Court held 1st–4th Defendants breached duty of care for inception of Barut and Amara by failing to disclose material reports, not obtaining required valuation safeguards and not following board directives, but did not act dishonestly or for personal gain; 5th and 6th Defendants not liable; plaintiffs failed to prove causation of claimed losses; exercising discretion under s581 Companies Act and the business judgment rule, court relieves 1st–4th Defendants from liability and awards no damages.
10 Oct 2025

SARAWAK CONSOLIDATED INDUSTRIES BERHAD DYNAMIC PRESTIGE CONSULTANCY SDN. BHD.

Citation

BA-22NCC-83-07/2023 (Mahkamah Tinggi)
Court

High Court
Case number

BA-22NCC-83-07/2023 (Mahkamah Tinggi)

Plaintiff failed to discharge the burden of proof to show the existence of a genuine RCPS/EPCC offer by defendant because there were no supporting contemporaneous documents, implausible payment conduct, lack of due diligence by plaintiff's directors and credible evidence that the RM14,000,000 was paid to conceal related party transactions; consequently plaintiff's claim for repayment was dismissed and costs were awarded to defendant.
13 Aug 2025

IRIS CORPORATION BHD 1. ) TAN SRI RAZALI BIN ISMAIL 2. ) DATUK TAN SAY JIM 3. ) Yam Tunku Dato Seri Shahbuddin Bin Tunku Besar Burhanuddin 4. ) DATO HAMDAN BIN MOHD HASSAN 5. ) DATO EOW KWAN HOONG 6. ) CHAN FEOI CHUN 7. ) SYED ABDULLAH BIN

Citation

W-02(NCC)(W)-1736-09/2022 (Mahkamah Rayuan)
Court

NCC
Case number

W-02(NCC)(W)-1736-09/2022 (Mahkamah Rayuan)

The appeal is dismissed because the respondents satisfied the cumulative statutory business judgment rule requirements under s214 CA 2016 and properly made an independent assessment under s215 having regard to their prior knowledge and the circumstances; the High Court correctly preferred the contemporaneous FH report over the incomplete, hindsight-driven EY investigation; procedural rules precluded default judgment against the 8th respondent; alternatively s581 relief would justify excusing liability.
19 Aug 2024

CJ POLYMERS SDN BHD 1. ) SIM CHIN HU 2. ) MA YEW SING 3. ) MAY POLYMERS SDN BHD PENCELAH 1. ) MALAYAN BANKING BERHAD 2. ) PUBLIC BANK BERHAD PIHAK TERKILAN CIMB BANK BERHAD

Citation

WA-22NCC-298-07/2020 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-298-07/2020 (Mahkamah Tinggi)

Claim dismissed because plaintiff materially departed from its pleaded case at trial; plaintiff failed to call key witnesses with personal knowledge giving rise to an adverse inference under s114(g) Evidence Act 1950; documentary and testimonial evidence established the transactions were known to and approved by company directors (including Kerk); no evidence of personal interest or improper purpose by the 1st defendant; s214 Companies Act 2016 protects bona fide business judgments, hence plaintiff failed to prove breach of fiduciary duty on the balance of probabilities.
17 Nov 2023

WRP Asia Pacific Sdn Bhd 1. ) Lee Son Hong 2. ) Too Sooi Keng 3. ) KSG Engineering Sdn Bhd 4. ) TSEN KET SHUNG @ KON SHUNG 5. ) Kok Mee Yen

Citation

WA-22NCC-391-08/2020 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-391-08/2020 (Mahkamah Tinggi)

On the balance of probabilities the Plaintiff proved D1 and D2 caused diversion of RM13,100,000 to Equatorion using fabricated documents, Equatorion was controlled/beneficially owned by D1/D2, the payments were not for supplies to the Plaintiff, and D1/D2 breached statutory and fiduciary duties; defendants' failure to testify justified adverse inference; Plaintiff suffered direct loss of RM13,100,000 plus finance charges and is entitled to equitable compensation and declarations, interest and costs.
17 Nov 2023

WRP Asia Pacific Sdn Bhd 1. ) Lee Son Hong 2. ) Too Sooi Keng 3. ) KSG Engineering Sdn Bhd 4. ) TSEN KET SHUNG @ KON SHUNG 5. ) Kok Mee Yen

Citation

WA-22NCC-391-08/2020 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-391-08/2020 (Mahkamah Tinggi)

Plaintiff proved on balance of probabilities that D1 and D2 breached fiduciary and statutory duties by causing RM13,100,000 to be paid to Equatorion on the basis of fabricated documents and hidden benefit, that the payments were causally connected to Plaintiff's loss, and that defendants' failure to testify justified adverse inferences; accordingly defendants 1 and 2 are jointly and severally liable to account and repay RM13,100,000 plus finance charges of RM2,532,608.04, interest and costs.
14 Nov 2023

1. ) Kumpulan Powernet Berhad 2. ) Powernet Industries Sdn Bhd 1. ) Woo Wai Mun 2. ) Moo Yong Kong Meng 3. ) Au Chan Chun 4. ) Tai Teck Soon 5. ) Powerfit Industries Sdn Bhd 6. ) Powernet Trading (M) Sdn Bhd PIHAK TERKILAN 1. ) RHB BANK BER

Citation

WA-22NCC-327-07/2020 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-327-07/2020 (Mahkamah Tinggi)

On the evidence, the court found D1 and D3 engineered and effected the unauthorised disposal of P2's shares in D5 and D6 for RM10 each, procured and used P2's manufacturing licence and COs to effect 84 export transactions whose proceeds were diverted into D5/D6 accounts; D1 and D3 breached statutory duties (ss 213, 214, 218, 221 CA 2016), fiduciary and contractual duties, and committed fraud and dishonest assistance; D2 was credibly found to have been misled and is not liable; the third party claim against TP2 fails for lack of common liability or basis for indemnity or contribution; D1 and D…
14 Nov 2023

1. ) Kumpulan Powernet Berhad 2. ) Powernet Industries Sdn Bhd 1. ) Woo Wai Mun 2. ) Moo Yong Kong Meng 3. ) Au Chan Chun 4. ) Tai Teck Soon 5. ) Powerfit Industries Sdn Bhd 6. ) Powernet Trading (M) Sdn Bhd PIHAK TERKILAN 1. ) RHB BANK BER

Citation

WA-22NCC-327-07/2020 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-327-07/2020 (Mahkamah Tinggi)

WA-22NCC-327-07/2020 (Mahkamah Tinggi)
18 Aug 2022

IRIS CORPORATION BHD 1. ) TAN SRI RAZALI BIN ISMAIL 2. ) DATUK TAN SAY JIM 3. ) Yam Tunku Dato Seri Shahbuddin Bin Tunku Besar Burhanuddin 4. ) DATO HAMDAN BIN MOHD HASSAN 5. ) DATO EOW KWAN HOONG 6. ) CHAN FEOI CHUN 7. ) SYED ABDULLAH BIN

Citation

WA-22NCC-206-04/2019 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-206-04/2019 (Mahkamah Tinggi)

The plaintiff failed to establish the directors breached statutory or fiduciary duties in approving the BCS investment; the directors' conduct fell within the statutory business judgment rule and, even if errors occurred, they acted honestly and reasonably and are exculpated under s.581 CA 2016; plaintiff also failed to mitigate loss. Claim dismissed with costs.