Financial misreporting and securities fraud — public and private enforcement

Between 2004 and 2006 several companies in Malaysia were involved in financial misreporting probes by the securities regulators. In the majority of the cases of financial misreporting enforcement action was taken by these regulators. There does not appear to have been any private enforcement action taken in respect of financial misreporting in public companies. Where private actions have been taken over financial misreporting they have been applications for oppression remedies in private companies. Enforcement proceedings in public companies have not relied on oppression. This article discusses the various enforcement actions taken by the securities market regulators. It also discusses the possibility of private enforcement of securities law contraventions and whether the enforcement actions taken by the regulators could be useful in private enforcement. This article also considers whether the recent company and securities law amendments, ie, the Companies (Amendment) Act 2007 and the Capital Market and Services Act 2007 will assist shareholder activism in this area

Mis-selling of financial products and investors enforcement mechanism-whither Malaysia?

Numerous scandals revolving around financial products have ignited concerns in various jurisdictions about the adequacy of investor protection in the financial services industry. In some jurisdictions, regulators have stepped into the shoes of the aggrieved investors , followed by investors' initiated private actions. Law reform exercises have focused on legal mechanisms that goes beyond the traditional private law enforcement to include important statutory liability and enforcement mechanism, and enforceable by regulatory authorities, leading to a more interventionist approach by regulators. Financial products mis-selling , ranging from pensions mis-selling, payment protection insurance, structured investment products , amongst others, are some of the more long term investment products receiving much-deserved scrutiny in various jurisdictions, primarily because of their to impact on the masses. The article discusses the enforcement mechanisms in Malaysia in view of the newly introduced Financial Services Act 2013 to assess the (in)adequacy of the public and private enforcement mechanisms

Company law and corporate governance in Malaysia: harmonisation of Shariah and the Common law

The last two decades have seen prolific company law reform and corporate governance transformation internationally. The changes have been attributed to various factors ranging from changes to shareholding demographics, the growth and impact of technology on corporate law and practice to new business and investment models. An added dimension to corporate law and governance reform is the growth of Islamic capital market and the Islamic financial services industry. This development has intensified interest about Shariah or Islamic principles in commerce particularly its interaction with conventional company law and practice. This chapter analyses how and to what extent Shariah principles in commerce are considered in modern company law within a common law jurisdiction. The analysis is posited within the legal and regulatory framework of Malaysia which has a strong common law tradition but has developed Islamic commercial law parallel to the common law as exemplified in its Islamic capital market and Islamic financial services sector

Expanding shareholders' power: an analysis of reform proposals in Malaysia

A series of recent reform proposals in Malaysia have started to consider enhancing shareholders' self-help remedies by expanding shareholders' powers in corporate decision-making. The reform of listing rules, codes of corporate governance, and securities law legislation is intended to enhance shareholders' participatory rights in decision-making in Malaysia. Some of the proposals echo the present UK position under the UK Companies Act 2006. These changes, occurring in several common law countries such as Malaysia, Hong Kong and UK, and the recent EU revision proposals, indicate a change of legal position towards expanding shareholders' power even to the extent of giving instruction to the board. But are these sufficient or can more be done? For Malaysia and other developing economies, we argue for a self-enforcing model that requires expansion of shareholders' general power by identifying and removing legal barriers to shareholders' empowerment. This is recommended for other developing countries which share a similar corporate and regulatory architectur

Malaysia company law: principles and practice

This second edition has been extensively revised and updated in light of the Companies Act 2016, which came into operation on 31 January 2017. It considers an 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 2017, Malaysian Code on Take-overs and Mergers 2016 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. Topics Covered 1. Registration and promotion of a company 2. Incorporation, legal personality and lifting of the corporate veil 3 Company’s constitution 4. Company contracts – relationship with third parties and the authority of agents 5. Share capital and capital raising 6. Dealings and transactions involving share capital 7. Loan capital and debentures 8. Members and ownership of shares 9. Shareholders’ meetings and the decision-making process 10. Directors: Governance role, powers and functions 11. Directors’ duties: Best interests of the company and proper purpose 12. Directors’ duty to avoid conflicts of interest and self-dealing 13. Duty of care, skill and diligence and liability during insolvency 14. Majority rule and minority protection – enforcing company’s rights and members’ rights 15. Reporting obligations of a company 16. Corporate rescue: Company voluntary administration and judicial management 17. Winding u

Malaysia Company Law: principles and practices , 3rd edition

provides a detailed ana;lysis with practical insights into uderstandign core company law principles, incorporating amendemdnt in 2019 to the CA 2016