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ABSTRACT

The removal of company directors is a legal area where foundational principles of corporate law, governance, procedure, and equity intersect and often conflict. This article contends that Malaysian jurisprudence under the Companies Act 2016 is shaped by a tripartite struggle between three often-conflicting imperatives: the shareholder's unfettered right of removal, a formalist insistence on procedural integrity, and the equitable demand for substantive fairness. Through critical analysis of three seminal cases Low Thiam Hoe & Anor v. Sri Serdang Sdn Bhd & Ors, Ng Kae Jeng v. Invenpro (M) Sdn Bhd & Ors (Companies Commission of Malaysia, intervener) and Gopala Krishnan Chettiar Muthu v. Sealand Marine Inspection and Testing (M) Sdn Bhd & Anor, this article explores the evolving jurisprudential landscape. It examines how Malaysian courts have navigated the tension between affirming the shareholder's power of removal and imposing formalist constraints that require strict compliance with statutory and constitutional processes. It further explores how the principle of fairness, primarily expressed through the oppression remedy, functions as a judicial safeguard against removals that, while procedurally valid, constitute an abuse of majority power in quasi-partnership contexts. This article interrogates whether section 206(1) of the Companies Act 2016 prioritises constitutional autonomy over statutory supremacy. It concludes that Malaysian law has evolved towards a context-sensitive equilibrium, ensuring that shareholder democracy is both potent and principled, and protected from managerial entrenchment and majority oppression, which offers a compelling model for Commonwealth jurisdictions facing similar corporate governance dilemmas.

I. Introduction

1. It is timely for this conference to focus on the energy sector and its transformation. Energy demand is rising given the computing needs of the AI revolution and the growth in digital assets. At the same time, the falling cost of renewables such as solar power offers the promise of abundant cheap energy. Getting from here – beset as we are by the extreme weather effects of climate change – to a stable and indeed transformed future is the challenge of the day. The role of construction lawyers and other building professionals includes helping to manage and reduce transaction costs that might otherwise hinder the needed expansion and transformation of the energy sector. One aspect of transaction costs concerns the efficiency of resolving disputes when they arise. Efficiency is both a matter of time and costs.

2. This brings me to the role of expert witnesses and how such important evidence can best be managed for both effectiveness and efficiency. Expert witnesses play a very important role in infrastructure disputes. Such experts may be architects, building surveyors, engineers, quantity surveyors or others. The decision-maker will often need assistance on technical questions, such as structural support, ground conditions, delay and quantum.

Dua pemimpin anak negeri Sabah tampil memberikan respons terhadap kenyataan yang dibuat oleh Presiden Borneo’s Plight in Malaysia Foundation, Daniel John Jambun yang mencadangkan reformasi besar-besaran terhadap sistem Mahkamah Anak Negeri, termasuklah pengecualian pegawai-pegawai Muslim daripada pentadbiran hal ehwal anak negeri.

Kenyataan beliau yang menyarankan bahawa hanya anak negeri bukan Muslim sahaja yang layak mentadbir institusi berkaitan undang-undang adat telah menimbulkan kebimbangan terhadap arah tuju dan nada perbincangan reformasi ini.

The apex court rules that transactions premised on gambling activities are against public policy and are illegal, null, and void.