Malaysia Company Law, Principles and Practices, 3rd Edition

Professor Dr Aiman Nariman binti Mohd Sulaiman 

Effendy bin Othman

The Malaysia Company Law: Principles and Practices, 3rd Edition provides a detailed analysis of the core company law principles, incorporating amendments in 2019 to the Companies Act 2016. The materials cover extensive number of reported cases with extracts of significant dicta and relevant statutory provisions, combining the discussion of the Companies Act 2016 and the previous Companies Act 1965. Together with the thoughtful use of tables, diagrams and flowcharts, this publication enables readers to engage in a critical examination of the law as it is and as it ought to be

Key Features & Benefits

• Includes all the relevant and latest provisions relating to the Companies Act 2016 and its subsidiary legislation, Malaysian Code of Corporate Governance 2021, Malaysian Code on Take-overs and Mergers 2016, Bursa Malaysia Listing Requirements and other relevant Acts and guidelines
• Complex corporate law principles are clarified simply and succinctly and where relevant, with the good use of tables, diagrams and flowcharts
• Contains a huge corpus of cases linking to key principles, highlighting the relevant facts and judicial pronouncements
• Provides practical insights into understanding company law by way of contextual application of the law and industry practice, with insights for assisting companies incorporated under the former Companies Act 1965 to adapt to the Companies Act 2016

Topics Covered

• Registration and promotion of a company
• Incorporation, legal personality and lifting of the corporate veil
• Company’s constitution
• Company contracts – relationship with third parties and the authority of agents
• Share capital and capital raising
• Dealings and transactions involving share capital
• Loan capital and debentures
• Members and ownership of shares
• Shareholders’ meetings and the decision-making process
• Directors: Governance role, powers and functions
• Directors’ duties: Best interests of the company and proper purpose
• Directors’ duty to avoid conflicts of interest and self-dealing
• Duty of care, skill and diligence and liability during insolvency
• Majority rule and minority protection – enforcing company’s rights and members’ rights
• Reporting obligations of a company
• Compromise and arrangement under s 366, Companies Act 2016
• Corporate rescue: Company voluntary administration and judicial management
• Company winding up, dissolution and striking off