Key Features:
Company Law: Powers and Accountability by Dato’ Loh Siew Cheang has long been recognised as an important contribution to company law. It is valued not only by practitioners and regulators, but also by those who conduct business through companies and must understand the legal framework within which corporate power is exercised and controlled.
Since the third edition was published in 2018, the law has continued to evolve through judicial decisions, statutory reform and comparative developments. This fourth edition responds to those changes with a comprehensive and current account of company law, while retaining the practical clarity and scholarly depth that have marked the earlier editions.
The new edition also contains additional subjects of company law issues of contemporary importance. Each chapter now opens with a concise abstract, enabling readers to identify the principal issues and legal principles at the outset. The discussion has also been substantially updated to reflect recent and significant case law, with particular attention to Malaysian authorities and matters of local importance.
This fourth edition is an essential guide for corporate litigators, practitioners, academics, company secretaries, regulators and all readers seeking a clear and principled understanding of corporate powers, duties and accountability in modern company law.
Across four editions, this work has earned exceptional praise from distinguished voices in the legal profession. Professor Farrar recognised the first edition as a work that “takes its place as one of the works of quality in the Commonwealth”, while Sir John Vinelott described it as “a bold and imaginative work”. For the second edition, the late YBhg. Datuk Seri Gopal Sri Ram declared that “the awaited moment was now upon us”. In her Foreword to the third edition, YBhg. Tan Sri Datuk Zainun binti Ali welcomed “a formidable trilogy”, whose works “stand out as exemplars in both the Malaysian and the global legal fraternity”.
| Chapters | Contents |
|---|---|
| 1 | The Corporate Person |
| 2 | The Constitution |
| 3 | Directors and Secretary |
| 4 | Removal of Directors |
| 5 | Members and Shares |
| 6 | The Auditor |
| 7 | Powers of The Corporate Person |
| 8 | Division of Powers |
| 9 | Corporate Powers and Third Parties |
| 10 | Corporate Liability and Attribution Rules |
| 11 | Fiduciary Powers of Directors |
| 12 | Majority Shareholder Power: Rights and Limitations |
| 13 | Equitable Constraints on Power |
| 14 | The Oppression Remedy |
| 15 | Statutory Derivative Actions |
| 16 | Personal Actions |
| 17 | Quality Control: Care, Skill and Diligence |
| 18 | Integrity Control: No Profit and Self-Dealing Rules |
| 19 | Related Party/Connected Transactions |
| 20 | De Facto and Shadow Directors |
| 21 | Interest in Shares |
| 22 | Substantial Shareholders |
| 23 | Connected Persons, Arrangements, etc |
| 24 | Information for Decision-making: The General Meeting |
| 25 | Meeting: Its Ordinary and Legal Meaning |
| 26 | Convention and Constitution of Meetings |
| 27 | The Chairman and the Conduct of Meetings |
| 28 | General Meetings Under The Act |
| 29 | The Proxy System |
| 30 | Solicitation of Votes, etc |
| 31 | Unanimous Consent Principle |
| 32 | Circular Resolutions |
| 33 | Compliance and Enforcement: Main Market Listing Requirements (‘MMLR’) |
| 34 | The MMLR Public Disclosure Rules |
| 35 | Insider Trading |
| 36 | Winding-Up Mechanisms Proper and Improper Use |
| 37 | Compulsory Winding up: From Presentation of Petition to Order |
| 38 | Winding Up: Just and Equitable |
| 39 | Winding Up: Deemed Insolvency |
| 40 | Section 581: Judicial Relief From Breach of Duties |
| 41 | Section 582: Judicial Validation of Irregular Proceeding |
| 42 | Section 351: Judicial Power to Grant Injunction |
About the Author:
Dato’ Loh Siew Cheang graduated from the University of Malaya. He was called to the Malaysian Bar in 1978 and since then has been in active practice and specialises in litigation and transactional advice on company law, corporate finance and the capital markets. He is the co-author of Company Law (Hong Kong) with Dr.William Wong SC and Kerby Lau, which is now in its second edition. He was a former member of the Corporate Law Reform Committee which was set up to assist in the revision of the Companies Act 1965.
