INTRODUCTION

The CLRC, in making its recommendations was guided by the principle that whilst companies are controlled by the majority shareholder, a balance must be struck between the majority shareholder’s right to control the company and the minorities’ right to be treated fairly.

This Consultation Paper focuses on the review undertaken by Working Group C of the CLRC on the following issues:

• The Remedy for Oppression under section 181 of the Companies Act 1965
• Statutory Derivative Action
• Variation of Class Rights
• The Remedy for Appraisal or Minority Buy-Out Rights and Exit-Out Clause in the Articles
• Class Action
• Statutory Injunction

The key recommendations made by the CLRC are the introduction of the statutory derivative action, the introduction of a statutory injunction to allow the regulatory authority or any aggrieved person to prevent breaches or contravention of the Companies Act, clarifying section 181 and recommending that the procedure for variation should be stated in the Companies Act itself.

We hope to receive views and comments on the recommendations stated in this Consultation Paper. Please reply to Nor Azimah Abdul Aziz of the Companies Commission of Malaysia (SSM) before 4 APRIL 2007.

Download consultation document “MEMBERS’ RIGHTS AND REMEDIES” (.pdf)

Download Responses and Comments Received on Consultative Document “Members’ Rights and Remedies” (.pdf)