Yew Huoi, How & Associates | Leading Malaysia Law Firm
Berita Terkini
In cases of compulsory winding up, the court would appoint a liquidator under s.478 of the Companies Act 2016 (“CA 2016”) to expeditiously recover and realise the assets of the wound-up company for the distribution of dividends to creditors and administer any outstanding matters involving………..
This legal update addresses the critical importance of complying with procedural requirements under Section 348 of the Companies Act 2016 in statutory derivative actions. It highlights the consequences of failing to provide mandatory notice and the necessity of naming alleged wrongdoer directors in the leave application, which could result in the Leave Order being set aside.
Often business owners find themselves vulnerable when dealing with employees who had turned rogue and took confidential information from the company. What are the legal protection against these employees?
There are two types of dissolution of a Company under Companies Act 2016, namely striking off and winding up. The process for striking off is fairly straightforward and cost effective where a company is highly advisable to go for this alternative if it is able to meet the requirement of striking off. On the other hand, the winding up process is lengthy and carries a relatively higher cost compared to striking off application. The company only goes to this alternative if it cannot meet the requirement to strike off.
Can I sue directors of the company for cheating? Can the directors claim that you are to sue the company and not them by relying on the principle of separate legal personality?
Can a director of a company make payments to himself or divert funds to third party after a winding up petition is presented and served?
In The Sea Justice cases [2024] 2 Lloyd’s Rep 383 and [2024] 2 Lloyd’s Rep 429, the Singapore courts tackled a key question: which country should handle a maritime dispute when incidents span international waters? After examining the location of the collision, existing limitation funds in China, and witness availability, the courts concluded that China was the more appropriate forum. This ruling highlights that courts will often defer to the jurisdiction with the closest ties to the incident, ensuring efficient and fair handling of cross-border maritime disputes. This approach is also relevant in Malaysia, where similar principles apply.
The UK Supreme Court clarified the limits of force majeure clauses, ruling that “reasonable endeavours” do not require a party to accept alternative performance outside the agreed contract terms. This decision emphasizes that force majeure clauses are meant to uphold, not alter, original obligations – even in unexpected circumstances. The case serves as a reminder for businesses to define alternative options explicitly within their contracts if flexibility is desired.
In a landmark ruling, the court reinforced the hospital’s non-delegable duty of care, holding that even when services are outsourced to independent contractors, the hospital remains accountable for patient welfare. This decision emphasizes that vulnerable patients, reliant on medical institutions, must be safeguarded against harm caused by third-party providers. The ruling ultimately rejected the hospital’s defense of independence for contracted consultants, underscoring a high standard of duty owed to patients.
In a complex dispute involving back-to-back contracts, the court clarified the boundaries for assessing damages, emphasizing that a chain of contracts does not automatically ensure liability passes through. Although substantial losses resulted from delays and disruption, the court highlighted the importance of the remoteness of damages, noting that each contract’s unique terms ultimately limited liability. This decision emphasise the need for parties in chain contracts to carefully define indemnity and liability provisions, as damages are assessed based on foreseeability rather than simply the structure of linked agreements.
In a recent ruling on corporate confidentiality, the court held two former employees liable for disclosing sensitive business information to a competitor, deeming it a breach of both employment contracts and fiduciary duties. This case highlights the serious consequences of unauthorized sharing of proprietary data and reinforces that such disclosures can lead to substantial legal and financial repercussions, even for the receiving parties if they knowingly benefit from confidential information.
In a recent property dispute, the court dismissed a claim for a constructive trust over property, underscoring that such a trust requires solid evidence of unfair conduct or fraud. Without sufficient proof of ownership.
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