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Corporate Powers Accountability, 3rd Edition by Dato' Loh Siew Cheang

Author Dato' Loh Siew Cheang
Publication Date 18 May, 2018
ISBN (Hard Copy)


ISBN (Soft Copy) 9789674007652
Format Hardcover + Ebook


Publisher: LexisNexis  

The first edition of this work was published in 1996, the second edition in 2002 and both editions had additional impressions due to its popularity. Emeritus Professor John Farrar in his foreword to the first edition wrote that the author’s style is ‘lucid and practical’, a ‘work of scholarship…and takes its place as one of the works of quality in the Commonwealth.’ Sir John Vinelott described the 1st edition as a ‘bold and imaginative work’. The second edition received similar accolades and with Gopal Sri Ram JCA (as he then was) writing that the author discusses the law ‘with care and thoroughness’.The third edition has been much awaited as evident from inquiries received by LexisNexis. This third edition captures the judicial developments and refinements at home and abroad that have been made to the common law principles, including statutory changes. These changes are explored and discussed on a comparative basis in the context of the Companies Act 2016 changes since 2002. It provides a contemporary exposition on corporate governance and in doing so, it gives an innovative approach to company law from the perspective of accountability of corporate powers and conduct on the part of persons who have administrative or fiduciary duties and responsibilities in the management of the affairs of companies, whether private or public companies.


Chapter 1 – The Corporate Person
Chapter 2 – The Constitutional Structure
Chapter 3 – The Governance Structure
Chapter 4 – The Powers of the Corporate Person
Chapter 5 – Organisation of Management Powers
Chapter 6 – Corporate Powers and Third Parties
Chapter 7 – The Exercise of Powers by Directors: Rights and Limitations
Chapter 8 – The Exercise of Powers by the Majority:Rights and Limitations
Chapter 9 – Statutory Limitations on Exercise of Powers:Oppressive Conduct
Chapter 10 – Equitable Constraints Over Majority Power
Chapter 11 – Derivative Proceedings
Chapter 12 – The Personal Action
Chapter 13 – Quality Control: Care, Skill and Diligence
Chapter 14 – Integrity Control: Profiteering and Self-Dealings
Chapter 15 – Connected Transactions
Chapter 16 – De Facto and Shadow Directors
Chapter 17 – Interest in Shares
Chapter 18 – Substantial Shareholders
Chapter 19 – Connected Persons, Arrangements, etc
Chapter 20 – Information for Decision-Making: The General Meeting
Chapter 21 – Meeting: Its Ordinary and Legal Meaning
Chapter 22 – Convention and Constitution of Meetings
Chapter 23 – The Chairman and the Conduct of Meetings
Chapter 24 – General Meetings under the Act
Chapter 25 – The Proxy System
Chapter 26 – Solicitation of Votes, etc
Chapter 27 – The Principle of Unanimous Consent
Chapter 28 – Decisions by Written Circular Resolutions
Chapter 29 – Winding Up: Just and Equitable



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