(English) Shareholder Oppression: Personal vs Corporate Wrong (Case Analysis: Dato’ Shabaruddin Bin Ibrahim v Dato’ Ruslan Bin Ali Omar & Ors) by Mr Dinesh Nandrajog (NANDRAJOG Advocates & Solicitors)

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Everything you need to know about Shareholder Oppression: Personal vs Corporate Wrong

Title: Shareholder Oppression: Personal vs Corporate Wrong

In-Depth Case Analysis: Dato’ Shabaruddin Bin Ibrahim v Dato’ Ruslan Bin Ali Omar & Ors

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Webinar Outline

# 01 What are the issues in this case?

• What is the true/ real complaint by the plaintiff?
• Are the alleged wrongs actually wrongs done on the company?
• What are the circumstances to file an oppression action?
• Can conducts post-filing of the oppression action be considered

#02 Parties

• Plaintiff v 7 Defendants
• Shareholding Ownership

#03 Chronology of Events

• Jan 2019 - Oct 2020

#04 Summarized Background

• Difference between the 2 Settlement Agreements
• DSI’s Version of Events
• DRAO’s Version of Events

#05 Issues to be discussed
1st Issue: Alleged oppressive action arising from the Proposed Settlement Scheme

• What is the real complaint by plaintiff?
• Are the alleged wrongs actually wrongs done on the company?
  • Table of Comparison: Derivative Action vs Oppression Action
  • What corporate wrong constitutes a personal wrong against a minority shareholder?
  • Was the breach of fiduciary duty unfair to the plaintiff?
    • Section 346(1) CA 2016
  • When is an oppression action not an abuse of process?
    • Ho Yew Kong v Sakae Holdings Ltd [2018] SGCA 33 - Real Injury which is distinct from the injury to the company
  • Question of fact - considered as a consecutive story
    • Genisys Integrated Engineers Pte Ltd v UEM Genisys Sdn Bhd & ors [2008] 6 MLJ 237 - In some cases, even a single act or transaction which amounts to a corporate wrong may suffice to constitute oppression
    • Re Kong Thai Sawmill (Miri) Sdn Bhd [1978] 2 MLJ 227 - Awareness of the minority interest and a conscious decision by the majority
    • Jaya Medical Consultants Sdn Bhd v Island & Peninsular Bhd & anors [1994] 1 MLJ 520 - Visible departure from the standard of fair play
      
  • Effect and consequences of the corporate wrongs

2nd Issue: Continuing oppressive action post-filing of the oppression action

• A firm tendency/ propensity by the Defendants to oppress DSI or to disregard his interests.
  • Re Kong Thai Sawmill (Miri) Sdn Bhd [1978] 2 MLJ 227
  • Allegations
    
    • Meetings
    • Legal representation
    • Work
  • Court Held
    
    • Director? Shareholder?
    • Arguably a misuse of the company’s fees
    • TTPC’s Chairman of the Audit Committee

3rd Issue: Conduct in the proceedings of the oppression action

• Plaintiff’s Arguments
  
  • Defendants refused to produce documents
  • Defendants gave false and misleading statements
  • Evidence Submitted
  • Proceedings are NOT an extension of the company’s management
  • Davis v Sheerin (In re Davis) 3 F. 3rd 113, 1993 U.S. App

#06 Summary of Conclusion

No Jam. No Parking. No Virus.