Thomson Reuters

2021-12-9N.N. Thani | I. Izham | L. Saffura

The principles of corporate governance and ethics collectively serve as necessary checks and balances to curb the misconduct of corporations. This practitioner-oriented book reviews the development and practical application of governance in the corporate sector with some attention given to the public sector too. The authors have clearly and concisely explained the salient principles of corporate governance and ethics and have included discussion on relevant regulatory bodies (such as the Securities Commission Malaysia and Bank Negara Malaysia), statutes, codes and guidelines (such as the Malaysian Code on Corporate Governance 2021 (“MCCG 2021”) and the Bank Negara Policy Document on Corporate Governance for financial institutions), challenges in the implementation of the regulatory framework of corporate governance, and enforcement and compliance of relevant legislation (such as the Companies Act 2016).

A whole chapter dedicated to case studies gives due attention to key cases to further illustrate high-profile breaches of corporate governance in Malaysia, serving as a cautionary tale to company directors and shareholders alike.

This book is invaluable to company directors, shareholders, and other stakeholders who will benefit from the book’s succinct guidance to compliance with the Malaysian legal and regulatory regime.

KEY FEATURES:

Provides a clear and concise analysis of the legal and regulatory requirements surrounding corporate governance and ethics by using case studies
Explains the concept of corporate governance and the framework within which it is implemented
Explores the roles played by different regulatory institutions
Considers corporate governance in both the public and private sectors
Analyses the requirements of the MCCG 2021
Provides valuable and instructive case studies to promote better corporate governance
Introduces global regulatory trends
Surveys ethical considerations in corporate governance
Includes the full text of the MCCG 2021 as issued by the Securities Commission Malaysia

Format

eBook

Price

(starting at)

RM 167.96

Restructuring and Insolvency: a Commentary

2023-4-30J. Ng Chwe Hwa | W. Chee Lin | T. Lay Hong

About the Book

This book provides instructive section-by-section commentary on the provisions of the Companies Act 2016 (CA 2016) which cover the restructuring and insolvency of companies. With an expert contributor team of legal and insolvency practitioners from leading firms in Malaysia led by General Editors who are eminent practitioners in the field, the illuminating knowledge and guidance contained in this book make it one that will surely be the foremost reference in the practice of restructuring and insolvency in Malaysia.

The full text of the relevant sections of the CA 2016 precedes the high-quality commentary which is insightful, practical and authoritative, enabling a confident application of the provisions of the CA 2016. The extensive legal commentary is supported by reference to case law and legislation both local and foreign. Key terms and phrases occurring in the sections of the Act are identified and carefully analysed and commented on to ensure a clear understanding of the application of each section. Signposts to related provisions assist the user to appreciate the overall working of inter-related provisions within the CA 2016 as well as provisions of other legislation. A special segment "Practical Guidance" presents valuable materials and best practices derived from the wide experience of the expert contributors. This segment provides hands-on guidance on actual practice which may not have been fully prescribed by legislation. Templates of relevant correspondence, communication and notices are provided for easy customisation.

Amendments to the CA 2016 put forth by SSM through the Consultative Document on the Proposed Companies (Amendment) Bill 2020, though not yet tabled in Parliament, have been included for completeness, where possible accompanied by explanatory notes.

Key Features

Detailed commentary on applicable statutory provisions supported by reference to local and foreign case law
Comparative legislation, including legislation in Singapore, the UK and Australia, provides signposts for further research
Sample originating summonses, affidavits in support and orders of the court
Guide for content of Explanatory Statement for proposal of Scheme of Arrangement
Sample notices and letters for commencement of liquidation
Helpful checklists, flow charts and timelines for particular processes cross-referenced to the Companies (winding-up) Rules 1972 and the Companies (Corporate Rescue Mechanism) Rules 2018
Useful references to relevant forms on SSM website and insolvency guidance notes from MIA
Instructive practical pointers on the actual conduct of restructuring and insolvency work
Detailed guidance on proof of debt and ranking of claims
Includes references to proposed amendments to the CA 2016

Format

eBook

Price

(starting at)

RM 419.90

Corporate Governance and Ethics

2021-12-9N. Norzrul Thani | I. Izham | L. Saffura

The principles of corporate governance and ethics collectively serve as necessary checks and balances to curb the misconduct of corporations. This practitioner-oriented book reviews the development and practical application of governance in the corporate sector with some attention given to the public sector too. The authors have clearly and concisely explained the salient principles of corporate governance and ethics and have included discussion on relevant regulatory bodies (such as the Securities Commission Malaysia and Bank Negara Malaysia), statutes, codes and guidelines (such as the Malaysian Code on Corporate Governance 2021 (“MCCG 2021”) and the Bank Negara Policy Document on Corporate Governance for financial institutions), challenges in the implementation of the regulatory framework of corporate governance, and enforcement and compliance of relevant legislation (such as the Companies Act 2016).

A whole chapter dedicated to case studies gives due attention to key cases to further illustrate high-profile breaches of corporate governance in Malaysia, serving as a cautionary tale to company directors and shareholders alike.

This book is invaluable to company directors, shareholders, and other stakeholders who will benefit from the book’s succinct guidance to compliance with the Malaysian legal and regulatory regime.

KEY FEATURES:

Provides a clear and concise analysis of the legal and regulatory requirements surrounding corporate governance and ethics by using case studies
Explains the concept of corporate governance and the framework within which it is implemented
Explores the roles played by different regulatory institutions
Considers corporate governance in both the public and private sectors
Analyses the requirements of the MCCG 2021
Provides valuable and instructive case studies to promote better corporate governance
Introduces global regulatory trends
Surveys ethical considerations in corporate governance
Includes the full text of the MCCG 2021 as issued by the Securities Commission Malaysia

Format

Book & eBook

Price

(starting at)

RM 187.20

Restructuring and Insolvency: a Commentary

2023-4-30J. Ng Chwe Hwa | W. Chee Lin | T. Lay Hong

About the Book

This book provides instructive section-by-section commentary on the provisions of the Companies Act 2016 (CA 2016) which cover the restructuring and insolvency of companies. With an expert contributor team of legal and insolvency practitioners from leading firms in Malaysia led by General Editors who are eminent practitioners in the field, the illuminating knowledge and guidance contained in this book make it one that will surely be the foremost reference in the practice of restructuring and insolvency in Malaysia.

The full text of the relevant sections of the CA 2016 precedes the high-quality commentary which is insightful, practical and authoritative, enabling a confident application of the provisions of the CA 2016. The extensive legal commentary is supported by reference to case law and legislation both local and foreign. Key terms and phrases occurring in the sections of the Act are identified and carefully analysed and commented on to ensure a clear understanding of the application of each section. Signposts to related provisions assist the user to appreciate the overall working of inter-related provisions within the CA 2016 as well as provisions of other legislation. A special segment "Practical Guidance" presents valuable materials and best practices derived from the wide experience of the expert contributors. This segment provides hands-on guidance on actual practice which may not have been fully prescribed by legislation. Templates of relevant correspondence, communication and notices are provided for easy customisation.

Amendments to the CA 2016 put forth by SSM through the Consultative Document on the Proposed Companies (Amendment) Bill 2020, though not yet tabled in Parliament, have been included for completeness, where possible accompanied by explanatory notes.

Key Features

Detailed commentary on applicable statutory provisions supported by reference to local and foreign case law
Comparative legislation, including legislation in Singapore, the UK and Australia, provides signposts for further research
Sample originating summonses, affidavits in support and orders of the court
Guide for content of Explanatory Statement for proposal of Scheme of Arrangement
Sample notices and letters for commencement of liquidation
Helpful checklists, flow charts and timelines for particular processes cross-referenced to the Companies (winding-up) Rules 1972 and the Companies (Corporate Rescue Mechanism) Rules 2018
Useful references to relevant forms on SSM website and insolvency guidance notes from MIA
Instructive practical pointers on the actual conduct of restructuring and insolvency work
Detailed guidance on proof of debt and ranking of claims
Includes references to proposed amendments to the CA 2016

Format

Book & eBook

Price

(starting at)

RM 468.00

Legal Aspects of Fiduciary Duties in Malaysia

2022-6-30W.A. Ahmad | M. Hingun

About the Book

This work seeks to examine the principles of law in relation to the legal duties of fiduciaries. These duties are not only those that originate from the equitable jurisdiction of the court, but also involve some other duties imposed under written law as well as those developed at common law. The scope of fiduciary duties in private law is extensive – regulating the conduct of professions such as trustees, lawyers, company directors, company promoters, partners, and agents; and in some other relationships, the facts of the case may be such as justify the imposition of fiduciary duties on employees, financial advisors, bankers, and parties to joint venture, to quote a few examples. In instances not covered by precedent, fiduciary duties may be imposed where the hallmarks of trust and confidence are found.

The creation of the office of trustees under the companies as well as the capital markets and services statutes indicates the importance of the office of trustees, and the attendant fiduciary duties attached to trustees, in the corporate and financial sectors; and this is in addition to the existing principles of law, including those developed by equity, governing the exercise of directorial powers by company directors.

This publication should be welcomed not only by those who are involved in the teaching, practice and enforcing of the law but also by those to whom fiduciary obligations may apply, that is, everyone who may be bound by an obligation of loyalty to another party or parties in a given relationship, and their advisors.

Some fundamental aspects of fiduciary obligations covered include:

The presumption of fiduciary relationships, and when the presumption does not apply.
The test for the existence of fiduciary relationship in novel cases.
Fiduciary duties and the link with the duty of loyalty, good faith, and to serve the best interest of the principal.
The equitable obligation respecting confidential information.
Directors’ duty in equity and under written law.
Duty to avoid conflict of interest.
Duty to avoid making personal profit.
Defences.
Remedies, with emphasis on equitable compensation and account of profits.
Fiduciary duties in the public law context.
Breach of fiduciary duties and the criminal law, including sentencing.

Format

Book & eBook

Price

(starting at)

RM 260.00

Legal Aspects of Fiduciary Duties in Malaysia

2022-6-30W. A. Ahmad | M. Hingun

About the Book

This work seeks to examine the principles of law in relation to the legal duties of fiduciaries. These duties are not only those that originate from the equitable jurisdiction of the court, but also involve some other duties imposed under written law as well as those developed at common law. The scope of fiduciary duties in private law is extensive – regulating the conduct of professions such as trustees, lawyers, company directors, company promoters, partners, and agents; and in some other relationships, the facts of the case may be such as justify the imposition of fiduciary duties on employees, financial advisors, bankers, and parties to joint venture, to quote a few examples. In instances not covered by precedent, fiduciary duties may be imposed where the hallmarks of trust and confidence are found.

The creation of the office of trustees under the companies as well as the capital markets and services statutes indicates the importance of the office of trustees, and the attendant fiduciary duties attached to trustees, in the corporate and financial sectors; and this is in addition to the existing principles of law, including those developed by equity, governing the exercise of directorial powers by company directors.

This publication should be welcomed not only by those who are involved in the teaching, practice and enforcing of the law but also by those to whom fiduciary obligations may apply, that is, everyone who may be bound by an obligation of loyalty to another party or parties in a given relationship, and their advisors.

Some fundamental aspects of fiduciary obligations covered include:

The presumption of fiduciary relationships, and when the presumption does not apply.
The test for the existence of fiduciary relationship in novel cases.
Fiduciary duties and the link with the duty of loyalty, good faith, and to serve the best interest of the principal.
The equitable obligation respecting confidential information.
Directors’ duty in equity and under written law.
Duty to avoid conflict of interest.
Duty to avoid making personal profit.
Defences.
Remedies, with emphasis on equitable compensation and account of profits.
Fiduciary duties in the public law context.
Breach of fiduciary duties and the criminal law, including sentencing.

Format

eBook

Price

(starting at)

RM 233.28