Malaysia Case Law: Decisions & Judgments

Topic

Shareholder disputes

Legal area

Court

30 Dec 2024

Datuk Kasi A/L K.L. Palaniappan 1. ) Menara Embun Sdn Bhd 2. ) PB Trustee Services Berhad (Wasi Bagi Harta Pusaka Allahyarmah Tan Sri Datuk Haji Mustapha Kamal Bin Haji Abu Bakar No. K/P: 490318-08-5599) 3. ) Felina Binti Tan Sri Datuk Haji

Citation

WA-24NCC-410-09/2017 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-410-09/2017 (Mahkamah Tinggi)

Plaintiff failed to prove existence of a quasi-partnership, common understanding or legitimate expectation that would constrain majority voting; the contested acts (nominations, transfers, address change, circular resolutions, information provision) were within powers under the companies' articles or commercially justified, and did not constitute conduct oppressive under s.346; prior findings on Setia Haruman limit re-litigation; Originating Summonses are dismissed and costs awarded against Plaintiff.
28 Aug 2024

1. ) LOW CHENG TEIK 2. ) LOW HOCK BOON 3. ) LAW SEE YOONG 4. ) SNE MARKETING SDN BHD LOW EAN NEE

Citation

02(f)-30-04/2023(W) (Mahkamah Persekutuan)
Court

f
Case number

02(f)-30-04/2023(W) (Mahkamah Persekutuan)

The Federal Court held the assignment of the company trademarks was a wrong done to the company, not a distinct personal injury to the respondent as shareholder; therefore the cause of action vested in the company and the complaint should have been pursued as a statutory derivative action under s347. The Court formulated a multi-step test to distinguish oppression (s346) from derivative claims and reversed the Court of Appeal’s finding of oppression.
3 Aug 2022

1. ) LIM CHEE SEONG 2. ) LIM CHEE SOON 3. ) LIM POH CHOO 4. ) LIM CHEE PEOW 5. ) INFOLITY SDN BHD 1. ) LIM YOK POO @ LIM YOK POH 2. ) LIM YOK SIN 3. ) LIM CHEE SENG 4. ) LIM YORK WAN 5. ) LIM LI WEI 6. ) GOLDEN 251 SDN BHD 7. ) LIM TEOW YON

Citation

WA-24NCC-343-08/2021 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-343-08/2021 (Mahkamah Tinggi)

The court found the rights issue and capital increase were bona fide, properly motivated for business expansion, offered pro rata to all shareholders (plaintiffs declined to subscribe), and the Special Resolution to amend the Articles was validly passed in accordance with the Articles and Companies Act 2016; plaintiffs' allegations were unproven and substantially delayed (laches), therefore the originating summons alleging oppression failed and was dismissed.
21 Feb 2022

Liew Chia Soon 1. ) LOH TECK WAH 2. ) Fintree Capital Sdn Bhd 3. ) Kang Moon Chin

Citation

W-02(A)-1232-06/2021 (Mahkamah Rayuan)
Court

A
Case number

W-02(A)-1232-06/2021 (Mahkamah Rayuan)

The Court of Appeal concluded the High Court erred: the applicant used the IJM/JMO mechanism for a collateral purpose in an ongoing shareholder dispute (mala fide/abuse of process), the insolvency evidence was unreliable and failed to account for contingent assets (fees receivable), and material facts (including the applicant's wider interest and related proceedings) were not adequately disclosed; therefore the IJM and JMO were set aside.
21 Feb 2022

1. ) PNL Capital Sdn Bhd 2. ) PNL Business Services Sdn Bhd 3. ) PNL Trading Sdn Bhd 4. ) Subang Industry Park Sdn Bhd 5. ) Tian An Trading Sdn Bhd 1. ) LOH TECK WAH 2. ) Fintree Capital Sdn Bhd 3. ) Kang Mooi Chin

Citation

W-02(IM)-1229-06/2021 (Mahkamah Rayuan)
Court

IM
Case number

W-02(IM)-1229-06/2021 (Mahkamah Rayuan)

Appeals allowed and High Court orders appointing an IJM and making a JMO were set aside because the applicant's use of the judicial management mechanism was tainted by mala fides and abuse of process; the requirement that the company is or will be unable to pay its debts under s.405(1)(a) was not satisfied (contingent assets were not properly accounted for), and the ex-parte application involved material non-disclosure and was used to pursue a collateral shareholders' dispute rather than to protect bona fide creditor interests.
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.
16 Aug 2021

Barry Goh Yew Meng, Goh Jen Nie and Ahmeena for the Respondent [Messrs Ahmeena Aziz & Partners] LAIN-LAIN Datuk RS Sodhi for the Petitioner [Messrs Sodhi Chambers]

Citation

COMPANIES (WINDING UP) NO. WA-28NCC-588-08/2020 (Mahkamah Tinggi)
Court

WINDING UP
Case number

COMPANIES (WINDING UP) NO. WA-28NCC-588-08/2020 (Mahkamah Tinggi)

The petition is dismissed because on the evidence the petitioner did not prove loss of substratum or irreparable breakdown of mutual trust; the petitioner had acquiesced to and benefited from the EGM resolutions, had earlier consented to shorter notice, and thereafter changed stance only after a police report was lodged. The petitioner failed to disclose related-party interests (breaches of s.219 and s.221), acted with improper motive to impede investigations and therefore comes with unclean hands; the petition is an abuse of process. Affidavit in Reply (2) was inadmissible. Costs awarded to…
23 Oct 2019

1. WRP ASIA PACIFIC SDN BHD (COMPANY NO. 147817-V) 2. GREAT ADVANCE INVESTMENTS LTD (COMPANY NO. 670759) 1. TAEL TIJARI PARTNERS LTD (COMPANY NO. CT-256752) 2. TAEL MANAGEMENT CO. (MALAYSIA) SDN BHD (COMPANY NO. 790803-A) 3. TAEL TWO PARTNE

Citation

WA-24NCC(ARB)-25-06/2018 (Mahkamah Tinggi)
Court

ARB
Case number

WA-24NCC(ARB)-25-06/2018 (Mahkamah Tinggi)

The court found that plaintiffs intentionally suppressed material facts (admissions to Axis and Axis winding up petition) and that there was a material change of circumstances (winding up order, subsequent creditor actions and substantial creditor exposure) since the injunction was granted; those findings meant the injunction dated 18.3.2019 should be discharged to protect the company and its creditors and to prevent continued misuse of the interim order.