(English) Shareholders' Agreement & Constitution Transfer of Shares (Case Analysis: Dato' Sng Chong Keong v PC Manufacturing Solutions S/B) by Mah Li Chen (MAICSA Chartered Secretary)
Total Training Duration: 2 hours 40 minutes.Watch Promo
For Credit Card Payment, click Orange Enroll Button Above this Sales Page. 👆👆👆
For Online Bank In, click this link 👉 https://www.learnabee.com/p/bank
For FAQ, click this link 👉 https://www.learnabee.com/p/faq
Upcoming Webinar: 09 & 16 August 2022 (Tuesday)
Title: Shareholders' Agreement & Constitution Transfer of Shares
Speaker: Mah Li Chen (MAICSA Chartered Secretary)
Payment inclusive of
- Unlimited Replay
- Unlimited Download of Presentation Slides & Notes
- Certificate of Completion to manually claim your CPD/CPE points.
# 01 The Law
Section 105, Section 106 and Section 107 of the Companies Act 2016
Plaintiff (Dato’ Sng Chong Keong) v Defendant (PC Manufacturing Solutions Sdn Bhd)
2 incumbent directors
4 new directors
#03 Chronology of Events
Share Sale Agreement
Directors of the defendant-company and shareholders
Application to transfer shares
First rejection of application to transfer shares
Second rejection of application to transfer shares
#04 Overview of the Case
Plaintiff’s Main Suit
1st issue: Whether the terms of the Shareholders Agreement which have not been incorporated into the Memorandum and Articles of Association of the Defendant-company are binding between the shareholders inter se; and between the shareholders and the Defendant-company?
- Beh Chun Chuan v. Paloh Medical Centre Sdn Bhd  3 MLJ 262
- Tung Ah Leek & Anor v. Perunding DJA Sdn Bhd & Ors  3 MLJ 687
- ISM Sdn Bhd v. Queensway Nominees (Asing) Sdn Bhd & Ors and Other Suits  7 MLJ 506
- Golden Harvest Films Distribution (Pte) Ltd v. Golden Village Multiplex Pte Ltd  1 SLR 940
- The Wellness Group Pte Ltd v. Paris Investment Pte Ltd and others  SGCA 47
- Far East Holdings Bhd & Anor v. Majlis Ugama Islam dan Adat Resam Melayu Pahang  1 MLJ 1
2nd issue: Whether the Court has a discretion to order or refuse to order the registration of share transfer under section 107 of the Companies Act 2016?
Section 107(2) Companies Act 2016
3rd issue: Whether the discretion of the Court is lost or becomes inapplicable defunct in the event of the Defendant company’s failure or neglect to reject the Plaintiff’s request for share transfer within the time or according to the procedure stipulated in section 106 of the Companies Act 2016?
- Section 106 Companies Act 2016
- Section 107(2) Companies Act 2016
- Section 91 Companies Act 2016
- Section 111(7) Companies Act 2016
- Section 582 Companies Act 2016
4th issue: What are the factors and criteria to be considered by the Court in exercising its power under subsection 107(2) of the Companies Act 2016?
- Section 107 Companies Act 2016
- Emas Kiara Sdn Bhd v. Michael Joseph Monteiro (Receiver and Manager of Lembah Beringin Sdn Bhd) & ors(Farcoll Estate Sdn Bhd & Ors, Interveners)  5 MLJ 54
- Sarah Sayeed Majangah (t/a sole proprietor under the name and styles of Sayfol International School) & Anor v. Lembaga Getah Malaysia & Anor  3 MLJ 812
- Kumpulan Perubatan (Johor) Sdn Bhd v. Dr Mohd Adnan bin Sulaiman  1 CLJ 471
5th issue: Whether the Court should order the Defendant-company to register the share transfer in the circumstances of the present case?
Shareholders’ Agreement and Deed of Adherence
Transfer of shares by PCMS
Transfer of shares by Shareholders
During the Paid Session, Li Chen will be sharing on below
Comment #01 Changes ?: When a company enters into a shareholder's agreement, what are the things that will change?
Comment #02 U-Turns ?: Is there a clause in shareholders’ agreement that will allow a U-TURN? Just in case for some reason the shareholder’s agreement fell through? The two parties decided not to proceed with the shareholder’s agreement.
Comment #03 Shareholder to appoint Director ?:
For shareholder’s agreement, minority shareholders may have a right to appoint the directors onto the board, they may request company / directors to appoint their nominated director onto the board.
Singapore case (2018): Singapore Court of Appeal in The Wellness Group Pte Ltd v Paris Investment Pte Ltd and others  SGCA 47 we are able to explore the case under Malaysian perspective and see whether it is a statutory right of a shareholder to appoint director. Now it is incorporated into S202 of the Companies Act.
Frequently Asked Questions
Sign Up Now ... See you "inside" the paid area soon !
We highly encourage you to pay via credit card for instant access to the content.
However, you have the option to pay via online bank in method, Click Here for Instruction to Pay Through Bank
Hi, My name is EvannaMiss8. I am a One Leg Kick , Happy go Lucky Organiser & Producer of Webinars & Online Training for Professionals, Directors & Management
If you are still blur blur about this webinar, no worries ya ... you may contact me directly using any of the below methods
Email: [email protected]
Whatsapp: +6012 203 8046
Bee Happy, Learn Online ...
Important Note: If you want to download the Certificate of Completion at the end of this course, please make sure the FULL NAME you key in is 100% Accurate ya ...