Malaysia Company Law: Principles and Practices, 3rd Ed

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Malaysia Company Law: Principles and Practices, 3rd Ed

Author Professor Dr Aiman Nariman binti Mohd Sulaiman and Effendy bin Othman
Publication Date Nov 2021
ISBN 9789672875000
Format Softcover
Publisher Wolters Kluwer


The third edition of Malaysia Company Law: Principles and Practices, which incorporates 2019 amendments to the Companies Act 2016, offers a thorough analysis of the fundamental principles of company law. The materials combine discussion of the 2016 Companies Act and the 1965 Companies Act to cover a large number of reported cases with significant dicta and pertinent statutory provisions. This publication encourages readers to engage in a critical study of the law as it is and as it should be through the judicious use of tables, diagrams, and flowcharts.

Key Features & Benefits

  • Comprises all current and pertinent provisions pertaining to the Companies Act of 2016 and its related laws, the Malaysian Code of Corporate Governance of 2021, the Malaysian Code on Takeovers and Mergers of 2016, the Bursa Malaysia Listing Requirements, and other pertinent Acts and recommendations.
  • Simple, concise explanations of complex corporate law concepts are provided, where appropriate, with the help of tables, diagrams, and flowcharts.
  • contains a massive body of cases that highlight the pertinent details and judicial rulings and link to important concepts.
  • explains how to apply the law and industry practise in a practical way to comprehend company law and how to help businesses founded under the previous Companies Act of 1965 transition to the new Companies Act.

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

About the Authors

Professor Dr Aiman Nariman binti Mohd Sulaiman graduated from the International Islamic University Malaysia (IIUM) in 1993 with First Class Honours and subsequently obtained her Masters in Comparative Law in 1994. The following year, in 1994, she earned a master's degree in comparative law. She earned a doctorate (SJD) in 2000 with a thesis on the enforcement of business law from Bond University in Australia. Her broader research interests are on company law and governance's regulatory initiatives and enforcement tactics. She has served as a guest professor at the Fakultas Hukum of the University of Indonesia and the School of Law at Bond University. She now belongs to the Bursa Malaysia Markets Participants Committee and the MIA Ethics Standards Board. She has previously served on the IIUM Audit Committee and the Bursa Malaysia Listing Committee. She has been a faculty member at the IIUM's Faculty of Law since 1994. She was also the author of Wolters Kluwer's Commercial Applications of Company Law in Malaysia.

Effendy bin Othman graduated with First Class honours in law from the International Islamic University Malaysia. Additionally, he has a law master's degree from the University of Cambridge and the London School of Economics, respectively. He serves as Bank Islam Brunei Darussalam Berhad's General Counsel. Effendy is the lead author for the Malaysian section of the Global Perspectives on the Hague Principles chapter of the Choice of Law in International Commercial Contracts (2021 — Oxford University Press) and the co-author of the Malaysian chapter of the Asian Conflict of Laws: East and South East Asia by Wolters Kluwer (2015).




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