The harmonious relationship between directors and shareholders of a company is significant and crucial to the business performance of the company. Any breakdown of relationship or trust between the shareholders and directors of a company often disrupt the business growth, day-to-day management and operation of the company. Disputes between shareholders and directors, if not resolved properly and promptly, may impact the sustainability and profitability of the company, or in severe circumstances, it may also lead to the downfall of the business.
At MWKA, we are committed to support and assist you and your business in resolving disputes between shareholders and directors as promptly and as cost-effectively as possible based on our experience and expertise in handling various directors and shareholders disputes over the years.
Our services and support include, but is not limited to the following areas:
- Advise and act for shareholders in derivative actions
- Advise and act for shareholders in minority oppression claims
- Advise and act for companies/directors in breach of fiduciary obligations claims
- Advise and act for shareholders/directors on the unlawful appointment of company directors, corporate representatives and company secretary
- Advise and act for shareholders in shareholders disputes
- Advise and act for companies in voluntary and compulsory winding up proceedings
- Advise and act for companies in corporate voluntary arrangement and judicial management
- Advise and act for companies on the removal of company directors
- Advise on shareholders’ rights and remedies
- Advised and represented an international multi-level marketing company and its majority shareholders in a claim brought by a minority shareholder for oppression on allegations that the directors’ remuneration paid were excessive or sham, that the various transactions were fraudulent and irregular, that the directors had removed profits from the company by transfer pricing, that share allotments were intended to dilute the petitioner’s shareholding. The complex proceedings involved applications of injunctions, the appointment of receivers and managers, committal proceedings and discovery applications. We successfully opposed the claim for oppression at the High Court and the Petitioner’s appeals to the Court of appeal and Federal Court.
- Advised and represented a company and its majority shareholders and directors against a minority shareholder’s repeated attempts to obtain ex parte injunctions to restrain our clients from holding and progressing with EGMs. In the High Court, we successfully opposed such attempts and on a separate occasion, convinced the Court to set aside an ex parte injunction order that was granted initially.
- Advised a company and its majority directors/shareholders against a director for breach of fiduciary duty and the removal of the accused director as a director of the company. Following the removal, the accused director filed a suit against our clients in the High Court. We successfully defended the claim against our clients by the accused director for his removal as a director of the companies both at the High Court and the Court of Appeal.
- A minority shareholder of a company filed a suit under section 181 of the Companies Act 1965 alleging minority oppression. We successfully opposed the minority oppression suit in the High Court. On appeal, the Court of Appeal accepted our submissions that the minority shareholder had failed to plead for appropriate reliefs under section 181 and prove that there was oppression in his capacity as a shareholder of the companies. The appeal was unanimously dismissed with costs.
- Advised and represented Malaysian companies and shareholders/directors in their complex dispute with foreign shareholders/directors/investors arising out of multiple friendly loan and shareholders agreements. Established audit firms were also engaged to conduct forensic accounting investigation into the investments and contributions of the respective parties into the companies.