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Rights to Inspect Documents by Directors: Principles in Low Ean Nee v. SNE Marketing Sdn Bhd [2024] 1 MLJ 447
Rights to Inspect Documents by Directors: Principles in Low Ean Nee v. SNE Marketing Sdn Bhd [2024] 1 MLJ 447 The Statutory Right for Inspection of a Director A director’s right to inspect a company’s records is a statutory right explicitly provided under Section 245...
STRENGTHENING REGULATORY COMPLIANCE: UPDATES ON THE REVISED GUIDELINES ON LABUAN MONEY BROKER BUSINESS
STRENGTHENING REGULATORY COMPLIANCE: UPDATES ON THE REVISED GUIDELINES ON LABUAN MONEY BROKER BUSINESS Introduction On 9 September 2024, the Labuan Financial Services Authority (LFSA) unveiled the revised Guidelines on the Establishment of Money Broking Business in...
Illegal Deposit-Taking: A Legal Perspective on Implications and Recovery for Victims
Illegal Deposit-Taking: A Legal Perspective on Implications and Recovery for Victims Understanding Illegal Deposit-Taking Illegal deposit-taking can be defined as an individual or entity accepting, receiving or managing deposits such as cash or precious metals without...
NON-DELEGABLE DUTY OF CARE : IMPLICATIONS FROM SIOW CHING YEE V COLUMBIA ASIA SDN BHD [2024] 3 MLJ 66
NON-DELEGABLE DUTY OF CARE : IMPLICATIONS FROM SIOW CHING YEE V COLUMBIA ASIA SDN BHD [2024] 3 MLJ 66 Factual Background The Appellant, represented by his wife, suffered hypoxic brain damage after complications during emergency care at a hospital managed by the...
EU ARTIFICIAL INTELLIGENCE ACT: IMPLICATIONS FOR MALAYSIAN BUSINESSES
EU ARTIFICIAL INTELLIGENCE ACT: IMPLICATIONS FOR MALAYSIAN BUSINESSES Introduction Artificial Intelligence (“AI”) applications shape various aspects of your life in profound ways. They determine the information you encounter online by predicting the content most...
UNJUST ENRICHMENT AGAINST SANCTITY OF A CONTRACT : TAN CHONG INDUSTRIAL EQUIPMENT SDN BHD V TRANSNASIONAL EXPRESS SDN BHD & 6 ORS
UNJUST ENRICHMENT AGAINST SANCTITY OF A CONTRACT : TAN CHONG INDUSTRIAL EQUIPMENT SDN BHD V TRANSNASIONAL EXPRESS SDN BHD & 6 ORS The principle of unjust enrichment ensures that no one is allowed to retain a benefit obtained at another's expense without a valid...
Case Update: Bringing Oppression to Court on Equitable Considerations: Ho Sue San @ David Ho Sue San v Hovid Berhad & 2 Ors [2024] MLJU 1358
Case Update: Bringing Oppression to Court on Equitable Considerations: Ho Sue San @ David Ho Sue San v Hovid Berhad & 2 Ors [2024] MLJU 1358 Introduction The case of Ho Sue San @ David Ho Sue San v Hovid Berhad & 2 Ors [2024] MLJU 1358 was an appeal brought to...
The Legal Implications of Unregistered Franchises: An Analysis of Dr HK Fong Brainbuilder Pte Ltd v SG-Maths Sdn Bhd & Ors
The Legal Implications of Unregistered Franchises: An Analysis of Dr HK Fong Brainbuilder Pte Ltd v SG-Maths Sdn Bhd & Ors Introduction The case of Dr HK Fong Brainbuilder Pte Ltd v SG-Maths Sdn Bhd & Ors[1] is significant in the context of Malaysian franchise...
Termination of Contract on the Ground of National Interest
Termination of Contract on the Ground of National Interest The termination of a contract on grounds of national interest is a powerful legal tool enabling governments or designated authorities to end or modify agreements when the welfare of the public or the...
Code of Conduct (Best Practice) for Internet Messaging Service Providers and Social Media Service Providers in Malaysia
Code of Conduct (Best Practice) for Internet Messaging Service Providers and Social Media Service Providers in Malaysia On October 22, 2024, the Malaysian Communications and Multimedia Commission (MCMC) launched a public consultation for its draft Code of Conduct...
Setting Up Family Office in Labuan International Business and Financial Centre (“Labuan IBFC”)
Setting Up Family Office in Labuan International Business and Financial Centre (“Labuan IBFC”) The rise in Asia’s economy has left a great demand for customized financial services. As a result, Family Offices[1] (“FOs”) is the preferred option for managing the...
Challenges to Anti-Money Laundering Legislation and Burden of Proof for Money Laundering Offences under The Anti-Money Laundering, Anti-Terrorism Financing, and Proceeds of Unlawful Activities Act 2001
Challenges to Anti-Money Laundering Legislation and Burden of Proof for Money Laundering Offences under The Anti-Money Laundering, Anti-Terrorism Financing, and Proceeds of Unlawful Activities Act 2001 Introduction The Anti-Money Laundering, Anti-Terrorism Financing,...
Interest Schemes In Malaysia
INTEREST SCHEMES IN MALAYSIA Interest schemes in Malaysia are regulated by the Interest Scheme Act 2016 (“ISA 2016”). Introduced alongside the new Companies Act 2016 (“CA 2016”), the ISA 2016 was originally under Division 5 of the preceding Companies Act 1965 and was...
FUNDAMENTALS OF STAY OF PROCEEDINGS UNDER SECTION 10 OF THE ARBITRATION ACT 2005
FUNDAMENTALS OF STAY OF PROCEEDINGS UNDER SECTION 10 OF THE ARBITRATION ACT 2005 In this article we will discuss a few fundamentals on the stay of proceeding for arbitration. We will also discuss the case of Channel Tunnel Group Ltd v Balfour Beatty Construction Ltd...
Pure Economic Loss In Construction Defects: The Malaysian Perspective
Pure Economic Loss In Construction Defects: The Malaysian Perspective Introduction Before we go into the substance of the aforementioned subject hereinbelow, it is important to first understand what is means by “pure economic loss”. In this respect, the Federal Court...
Rules Of Competing Security: Dearle v Hall
INTRODUCTION Assignment is an effective instrument of security and is widely used by financial service providers as a form of security towards facilities provided to their customers. There are two types of assignments. Legal assignment and Equitable assignment. A...
Financing By Co-operatives In Malaysia: Frequently Asked Questions
Financing By Co-operatives In Malaysia: Frequently Asked Questions Introduction Thinking of starting a co-operative in Malaysia to offer financing solutions but unsure where to begin? This article covers the basics of co-operatives in Malaysia, answering common...
NATIONAL GUIDELINES ON AI GOVERNANCE AND ETHICS: EVERYTHING YOU NEED TO KNOW
National Guidelines on AI Governance and Ethics: Everything You Need to Know As the digital landscape evolves, artificial intelligence (AI) emerges as a transformative force across industries, influencing everything from healthcare to finance and even entertainment....
Forest City Special Financial Zone : Everything You Need to Know
Forest City Special Financial Zone : Everything You Need to Know Introduction Once an ambitious real estate venture, Forest City is now the cornerstone of a revitalisation plan. On 20 September 2024, via the Keynote Address at the Forest City Special Financial Zone...
FREEZING & SEIZING UNDER AMLACFTPUA 2001
Understanding Freezing and Seizure Orders under AMLATFPUAA 2001 Within the purview of Section 44 of the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (AMLATFPUAA)1, the issuance of a freezing order by an enforcement...
MCMC NEW LICENSING REQUIREMENTS
New Regulatory Framework for Internet Messaging Service and Social Media Service Providers – Creating safer online environment and protecting individuals online In the wake of Malaysian Tik Tok influencer, Esha’s tragic death linked to online harassments and death...
BANK KERJASAMA RAKYAT MALAYSIA BERHAD v GM HEALTHCARE
CAN A BORROWER ESCAPE REPAYMENT OF AN OUTSTANDING LOAN IF THE BANK BREACHES THE LOAN AGREEMENT OR FACILITY AGREEMENT? INTRODUCTION Can a borrower escape repayment of an outstanding loan if the bank breaches the loan agreement or facility agreement? This issue was...
CONTRACT OR REASONABLENESS TEST IN CONSTRUCTIVE DISMISSAL
The Federal Court in Tan Lay Peng (in her capacity as the administratrix of the estate of Tan Leong Huat) v. RHB Bank Berhad had unanimously reaffirmed that the "contract test" is the proper standard for evaluating claims of constructive dismissal.[1] BRIEF...
Franchising vs Licensing
In a world where social media is a powerful digital marketing tool, to stand out and establish a strong brand presence is important. Franchising and licensing are two business models utilising commercial contracts that allow the sharing of specific brand elements in...
Confinement Centre In Malaysia: Laws, Regulations & Challenges
Introduction In Malaysia, the tradition of confinement, or pantang, is a deeply rooted aspect of postpartum care, providing new mothers with specialized attention to support their recovery after giving birth. With the growing demand for such care, confinement centres...
HOW CAN AN EMPLOYER/PRINCIPAL RESIST A DIRECT PAYMENT REQUEST FROM A SUBCONTRACTOR?
• Introduction The Construction Industry Payment & Adjudication Act 2012 (“CIPAA”) introduces a significant shift in handling unpaid claims by allowing Subcontractor to pursue direct payment from the Principal, even in the absence of a direct contractual...
FEDERAL COURT’S LANDMARK RULING IN PREMA BONANZA CASE: What Developers and Purchasers Need To Know!
Introduction The Malaysian Federal Court's landmark decision in Ang Ming Lee & Ors v Menteri Kesejahteraan Bandar, Perumahan Dan Kerajaan Tempatan & Anor And Other Appeals[1] ("Ang Ming Lee") has profoundly impacted the legal landscape concerning housing...
OVERVIEW OF DATO’ AZIZAN BIN ABD RAHMAN & ORS V CONCRETE PARADE
A. INTRODUCTION: The Respondent, Concrete Parade Sdn Bhd (“Concrete Parade”) filed an oppression claim against Apex Equity Holdings Berhad (“Apex”) and its directors, challenging a proposed merger, a private placement of shares, and share buy-back transactions under...
GUIDE ON MALAYSIA’S CYBER SECURITY ACT 2024
Introduction to the Digital Era The rapid evolution of Information and Communications Technology (ICT) has propelled the world into a digital age where technologies such as mobile, social media, Big Data, Internet of Things (IoT), Artificial Intelligence (AI), and...
REAL WORLD ASSETS
Ever thought that you could own a Picasso painting? Welcome to the world of tokenisation! With advancements in blockchain technology, it is now possible to digitize physical assets and break them down into digital tokens, enabling anyone to invest in or own a share of...
PERSONAL DATA PROTECTION ACT (PDPA) COMPLIANCE: LATEST AMENDMENTS IN 2024
Last year, our Associate, Aryn Rozali has shared a comprehensive article on ‘General Overview on PDPA Compliance in Malaysia’. In that piece, Aryn highlighted the anticipated amendments to the Personal Data Protection Act 2010 (“PDPA”), and today we are thrilled to...
OVERVIEW OF AIAC FAST TRACK PROCEDURES
AIAC Fast Track Arbitration Rules The AIAC (Asian International Arbitration Centre) Fast Track Arbitration Rules are designed to provide a streamlined arbitration process for parties seeking to resolve disputes quickly and efficiently. These rules are tailored to...
OVERVIEW OF ASSETS TRACKING IN ONLINE SCAM
With the advancement of technology and the widespread use of the internet in all walks of life, there is an unfortunate increase of risk and exposure to online scams. Online scams are activities where computers or network equipment are used as mediums to commit...
ARTIFICIAL INTELLIGENCE IN MANAGING COMPLIANCE RISK FOR MSMEs
Introduction Artificial Intelligence (AI) represents a pivotal technological advancement capable of autonomously analysing environments and executing actions to achieve specific objectives.[1] Essentially, AI refers to the technology that enables machines to perform...
NAVIGATING CORPORATE LIABILITY: Understanding Section 17A of the MACC Act 2009 and Its Implications for Malaysian Businesses
In the recent years, Malaysia has intensified its efforts in combating corporate corruption, culminating in the introduction of Section 17A into the Malaysian Anti-Corruption Commission (MACC) Act through an amendment in 2018. This significant legal development, which...
DETERMINING TIME-PERIOD LIMITATION IN NEGLIGENCE CASE
CASE REVIEW: JULIAN CHONG SOOK KEOK & ANOR v. LEE KIM NOOR & ANOR In the realm of professional negligence, particularly in legal matters, the concept of limitation plays a crucial role in determining when a claim ought to be commenced. The Limitation Act 1953...
CAN AN ADJUDICATION DECISION HIT PAUSE POST-ENFORCEMENT?
After obtaining an adjudication decision, a sequence known as the ‘CIPAA Trilogy E-S-S’ typically ensues – Enforcement, Setting aside and Stay applications. Typically, the party that receives a favourable adjudication decision will seek to enforce the decision if the...
ARE LEGAL FEES CLAIMABLE AS DAMAGES?
Introduction Can legal fees be claimed as special damages? In the recent Federal Court ruling in Golden Star & Ors v Ling Peek Hoe & Anor and another appeal [2024] MLJU 909, the court addressed whether expenses such as litigation costs, legal charges, and fees...
What is an EPC Contract?
An EPC (engineering, procurement and construction) contract is a contract between a project owner and an EPC contractor where the EPC contractor is responsible for all the activities from design, procurement, construction, commissioning and handover of the project to...
Statutory Derivative Action
The Concept of Derivative Action The fundamental concept of corporate personality delineates a company as a legal person, separate from its members and directors. This means that a company possesses its own set of rights and obligations, enabling it to initiate legal...
GUIDE ON BENEFICIAL OWNERSHIP REPORTING 2024
Introduction The Companies (Amendment) Act 2024 ("CA 2024") was enforced on 1 April 2024 addresses a number of areas regarding the corporate governance framework and corporate rescue mechanism. This article will focus on the discussion on of the amendment which is the...
Business Trust: Introduction and Guidelines from the Securities Commission Malaysia (“SC”)
Business Trust (“BT”) is a relatively new concept as it was introduced as a class of asset in the Malaysian capital market following the release of the Securities Commission Malaysia’s (“SC”) Business Trust Guidelines issued on the 28th of December 2012. The debut of...
CONSTRUCTIVE DISMISSAL: Pointers for Employers & Employees
In the intricate landscape of employment law, few concepts are as nuanced and potentially contentious as constructive dismissal. Constructive dismissal refers to a situation where an employee resigns from their job due to fundamental breaches of their employment...
WHAT TO DO AFTER WINNING AN ADJUDICATION DECISION?
Congratulations on obtaining a favourable Adjudication Decision under the Construction Industry Payment and Adjudication Act 2012 (CIPAA)! As the Winning Party, you now have several avenues to securing the adjudicated amount. Let’s explore the steps and options...
STRATEGIC COST MANAGEMENT IN ARBITRATION
In contemporary agreements, it has become customary for parties to include arbitration clauses without fully comprehending the financial implications. Consequently, they often find themselves facing unexpectedly high costs associated with arbitration proceedings,...
Issuing Securities for Unlisted Companies in Malaysia: Investors Must Know
In Malaysia, capital markets are regulated and developed by the Securities Commission (“SC”) under the Securities Commission Act 1993 (“SCA”). As outlined in the Capital Markets and Services Act 2007 (“CMSA”), 'securities' encompass various forms such as debentures,...
BNM POLICY DOCUMENT 2024: SUMMARY ON POLICY DOCUMENT FOR THE FINANCIAL TECHNOLOGY REGULATORY
Persons Interested and Reasonable Expenses in Land Acquisition in Malaysia
Pengenalan kepada Akta Anti Jualan Langsung dan Skim Anti-Piramid
Akta Had Masa 1953: Pemakaian dan Kekangan
Perjanjian Antipersaingan di Malaysia
The Fifth Estate: Whistleblowing for Corporations in Malaysia
Overview on the Malaysian Code on Corporate Governance: Its Implementation and Implications on Public Listed Companies in Malaysia
Introduction to Labuan Foundation for Corporations
Introduction to Labuan Foundation for Corporations Labuan, widely known to be of an offshore jurisdiction offers companies an opportunity under the Labuan Foundations Act 2010 (“LFA”) to independently hold assets under its own name as registered body corporate with...
Statutory Adjudication vs Arbitration vs Civil Courts: The Non-Defaulting Party’s Perspective in the context of a Construction Contract
Types of Injuctions in Malaysia
General Overview on PDPA Compliance in Malaysia
With Great Powers, Comes Great Responsibility: Duties of Directors
Winding-Up On Just & Equitable Grounds: What Does It Entails?
Summary Judgement by Question of Law? – The Application of Order 14A of the Rules of Court 2012
Law 101 on Moneylending Agreement in Malaysia
Introduction Money lending is the act of lending of money at interest, with or without security, from a lender to a borrower[1]. In Malaysia, the money lending business is especially regulated by the Moneylenders Act 1951 (‘Act’) subject to the exception provided...
Guidelines on Recognized Market Operators in Malaysia
Introduction The rapid development of digital currency/token as a form of investment, mode of payment and now entertainment has forced the government in every country to develop a regulatory framework in order to provide layers of protection and accountability for the...
Frequently-Asked-Question on Reconstruction and Amalgamation of Companies in Malaysia
WHAT IS A RECONSTRUCTION? A reconstruction is a scheme formulated by companies that held by substantially the same shareholders wherein the former company’s business and undertakings will be transferred and carried out by the new company. As stated by Buckley J in the...
Recent Development on Law of Negligence in Malaysia
Introduction Although the law of negligence is not something foreign to the legal fraternity, the tests or principles to conclude a tortious act has been evolving throughout time. In the majority of tort cases, one of the determinations on whether a defendant is...
Capital Reduction under Companies Act 2016
A reduction of capital occurs where a company reduces the amount of its share capital. Under the Malaysia Companies Act 2016 (‘Act’), the Act provides two methods for companies to execute its scheme of capital reduction. This is an addition from the previous Companies...
Key Highlights on the Employment (Amendment) Act 2022
On 21 March 2022, the Dewan Rakyat has taken a further step in passing the Employment (Amendment) Bill 2022 (‘Bill’) to amend the Employment Act 1955 (‘EA 1955’). The said Bill was passed in Dewan Negara on 30 March 2022 and assented on 26 April 2022 and gazetted as...
Essential Legal Cases Concerning Cryptocurrencies
United Kingdom Brief Facts: In the case of AA v Persons Unknown [2019] EWHC 3556 (Comm), the Commercial Court in the UK granted an interim proprietary injunction on Bitcoin. It was later confirmed that Bitcoin, a form of cryptocurrency is considered as property. In...
A Single Statute for Consumer Credit in Malaysia
Restitution: The Remedy to Unjust Enrichment
Introduction According to Goff & Jones (2011) the law of unjust enrichment is concerned with the transfers of value between claimants and defendants. It is a cause of action to which a third category of remedy, i.e., the restitution remedy is available for the...
Employee Share Option Scheme
INTRODUCTION It goes without saying. Employees are an asset to a company and is the most crucial one in carrying out a business. To ensure continuous growth and development, companies realize the need to gain employee loyalty and to retain them. However, in today’s...
Equity Fundraising for a Private Limited Company in Malaysia
Introduction Equity fundraising is a method that can be used by Private Limited Companies (known as Sendirian Berhad or Sdn. Bhd.) in Malaysia to raise funds from potential investors for the purpose of the company’s expansion or survival. Through equity fundraising, a...
Freezing Injunctions in Aid of Foreign Proceedings – Post Convoy Collateral
Introduction: In these changing times when financial assets can be so easily and speedily moved to different parts of the world, with the growth in the use of offshore companies and the growth of international litigation and arbitration, freezing injunctions (or...
The Impact of Covid-19 Act 2020 on Business Owners
INTRODUCTION On 22 December 2021, the Minister in the Prime Minister’s Department (Parliament and Law) Datuk Seri Dr Wan Junaidi Tuanku Jaafar has informed that Part II (Inability to Perform Contractual Obligations) of the Temporary Measures to Reduce the Impact of...
A Written Opinion on the Malaysian Hire Purchase Act 1967
Introduction The Hire Purchase Act 1967 (herein after referred to as “HPA”) is commonly used for the purpose of sale and purchase of motor cycle and car. Hire Purchase is the hiring of goods with the option to buy the goods at the end of the hire purchase term....
Setting up a Money Services Business in Malaysia
In Malaysia, money services business is governed under the Money Services Business Act 2011 (“MSBA 2011”) which provides licensing, regulations and supervisions of money services business. According to Section 2 of the MSBA 2011, money service business refers to...
Closing the Financial Close for Large Scale Solar Project
In Malaysia, Large Scale Solar (“LSS”) is a competitive bidding programme by the Energy Commission to drive down the Levelized Cost of Energy (“LCOE”) for the development of large scale solar photovoltaic plant. Through the LSS scheme, the LSS developers...
Guide on STO as Alternative Fund-Raising Mechanism in Labuan
In the past few months, we have seen prices of cryptocurrency in particularly Bitcoin grew significantly within a short period of time. Bitcoin was the first decentralized digital currency created in 2009 by Satoshi Nakamoto on the basis of open-source software. It...
Understanding Limited Liability Partnership (LLP) in Malaysia
Understanding Limited Liability Partnership (LLP) in Malaysia Limited Liability Partnership (“LLP”) is a new corporate vehicle introduced by the enactment of Limited Liability Partnerships Act 2012. LLP combines the features and benefits of a private limited company...
LAW 101 on Non-Dilution Clauses
Due to the pandemic, times are challenging for some business owners. Temporary closing on businesses, enforcement of Force Majeure in contracts and delay in payments have caused major setbacks and, in many instances,, crippled businesses. Companies need positive cash...
Large Scale Solar 4 – Things to consider in contract management
With recent announcement by the Government of Malaysia on the execution of Large Scale Solar 4 program, every companies that involve directly with solar and renewable energy are busy looking into suitable land for leasing as well as structuring their bidding...
Due Diligence – Frequently Asked Questions
WHAT IS DUE DILIGENCE? Due diligence has no legal definition. However, according to Merriam Webster, due diligence in a business is a research and analysis of a company or organization done in preparation for a business transaction (such as corporate merger or...