Malaysia Case Law: Decisions & Judgments | LexChat

Topic

Majority rule vs minority protection

Legal area

Court

21 Jan 2022

LOH TECK WAH 1. ) LIM PANG KIAM 2. ) YAP CHEE KHENG 3. ) PNL TRADING SDN BHD 4. ) SUBANG INDUSTRY PARK SDN BHD 5. ) BDO GOVERNANCE ADVISORY SDN BHD

Citation

WA-24NCC-228-05/2021 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-228-05/2021 (Mahkamah Tinggi)

The court found the impugned acts were authorised management decisions by directors holding majority board/shareholder control and were taken to protect company interests after discovery of wrongdoing; such executive decisions, authorised under s.211 and the articles and ratified where applicable, do not amount to oppression under s.346 absent a visible departure from standards of fair dealing.
25 Oct 2021

1. ) HO SHEN LEE (M) SDN BHD 2. ) Tan Ken Meng 3. ) Khoo Chun Fun LIM SHEN LEE

Citation

N-02(NCC)(A)-760-04/2019 (Mahkamah Rayuan)
Court

NCC
Case number

N-02(NCC)(A)-760-04/2019 (Mahkamah Rayuan)

Appeal allowed and High Court winding-up order set aside because petitioner failed to prove the statutory grounds under s465(1)(f) and (h); contested acts were internal management decisions lawful under the M&A, the disputed funds were used as working capital and not dissipated, the petitioner acted in bad faith (conspiracy with third party and misrepresentations to banks) and the company remained solvent with its substratum intact so winding up as a last resort was not justified.