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The constitution (formerly known as articles of association) of companies in Malaysia generally contains an indemnity provision in favour of directors, indemnifying them against liabilities (for example, associated legal fees and financial costs) incurred by the directors in defending legal suits by third parties where judgement has been given in their favour in respect of … Read more
The Malaysian Federal Court has given new guidance on when the separate personality of a company, or the “corporate veil”, can be disregarded or pierced to fix liability on its shareholders or controllers. Previously, Malaysian courts would only pierce the corporate veil where a company was used to commit actual or equitable fraud. The Malaysian … Read more
Click here for a sneak preview With the launch of this new Guide, our market-leading litigation team has wrapped up a three-year project during which it produced eight issues of the Contract Disputes Practical Guide series for Hong Kong, an initiative that has been hugely popular with clients in the territory. We have also … Read more
In Kenneth Yeung Bing Kwong v Mount Oscar Ltd [2018] HKCFI 2763, the Court of First Instance (“Court“) held that a Hong Kong company is not required to give any reasons for the removal of a director. The Court rejected a contention that such an obligation should be read into the Companies Ordinance (Cap 622) … Read more
In its recently relaunched Enforcement Reporter newsletter (see first issue), the Securities and Futures Commission (SFC) has confirmed that corporate fraud and misfeasance, anti-money laundering, Growth Enterprise Market companies and multiple intra-group failings are issues high on its agenda and will be pursued as a priority, as part of its shift towards a more targeted … Read more
The Hong Kong High Court has rejected an attempt by the board of a company to prevent an extraordinary general meeting requisitioned by disgruntled shareholders seeking to replace a number of board members. In China Investment Fund Company Ltd v Guang Sheng Investment Group Ltd and Ors, the High Court refused the application by China … Read more
In Yu Yuchuan & Ors v China Shanshui Investment Company Limited (HCMP) 360/2015, Hong Kong’s Court of First Instance granted leave to minority shareholders of Shanshui Investment Company Limited (Shanshui) to bring unfair prejudice proceedings in the name of the company, by way of statutory derivative action pursuant to sections 732 and 733 of the … Read more
The Singapore case of Sembcorp Marine Ltd v PPL Holdings Pte Ltd [2012] SGHC 118 (High Court), [2013] SGCA 43 (Court of Appeal) considered the effect of a change of share ownership on the provisions of a 50:50 joint venture agreement. As joint venture and shareholders agreements for cross-border transactions in South-East Asia are commonly … Read more
