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FIRM NEWS
We are delighted to announce that Shearn Delamore & Co has been awarded “The Malaysia Law Firm of the Year 2017” award at the Chambers Asia-Pacific Awards 2017 held on 24th March 2017 in Singapore. This is the fourth time we have received this award since its inception in 2010.
This recognition is a tribute to the Firm’s notable achievements over the past 12 months. Chambers & Partners is credited as one of the world’s most respected legal publications. Its ranking process, based on extensive research, involves detailed surveys that include interviews with clients and other lawyers practising in the country and region.
We thank all of you for your support in making this possible.
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CORPORATE & COMMERCIAL
Proposed Amendments to the ACE Market and Main Market Listing Requirements (“Listing Requirements”)
Consequential to the Companies Act 2016 (“Act”) which came into force on 31 January 2017, Bursa Malaysia has issued a consultation paper to seek public feedback on the review of the Listing Requirements. The six key areas for review include reflecting the no par value regime, enhancing the framework for bonus issue and subdivision of shares, enhancing the share buy-back framework, introducing electronic communication with shareholders, enhancing contents of a listed issuer’s constitution and encouraging transparency of director’s remuneration. Highlighted below are two of the proposed areas; firstly, proposed amendments relating to directors’ fees and secondly, enhancing the framework for bonus issue.
Firstly, Bursa Malaysia proposes to prescribe the requirement for directors’ fees and benefits to be subject to annual shareholders’ approval, which alters the current requirement for increase in fees to be approved. As regards disclosure, Bursa Malaysia is now proposing a mandatory disclosure of directors’ remuneration on a named basis in annual reports. Remuneration includes fees, salaries, percentages, bonuses, commission, compensation for loss of office and benefits in kind based on an estimated money value.
With regard to the framework for bonus issue, Bursa Malaysia proposes to impose a pricing condition for a bonus issue. The proposed pricing condition is as follows: Main Market listed issuers: not less than RM0.50, ACE Market listed corporations: not less than RM 0.20. The imposition of pricing conditions has also been adopted in countries like Singapore and Australia.
The public consultation closes on 14 April 2017. After receipt of public feedback, the proposed amendments contained in the consultation paper will be submitted to the Securities Commission Malaysia for approval.
Date: 20 March 2017
Source: Bursa Malaysia
Issuing Authority: Bursa Malaysia
For further information regarding corporate law matters, please contact
Datin Grace C G Yeoh
gcgyeoh@shearndelamore.com
Dato' Johari Razak
jorazak@shearndelamore.com
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DISPUTE RESOLUTION
Ling Ing Keat & Ors v Martina PG Ismail & Ors [2017] 3 CLJ 149
The State Government of Sabah offered a piece of land for alienation to six individuals vide a letter of offer dated 11 July 2006. The letter of offer expressly prohibited any dealing with the land by way of use of a power of attorney. Sometime in 2009, in breach of the terms of the letter of offer, the land was sold by the defendants to the plaintiffs vide a sale and purchase agreement (“PSPA”). The PSPA was executed by two defendants using forged power of attorney.
The land title was issued three years later on 1 June 2012. Three days after the land title was issued, on 4 June 2012, five defendants entered into a sale and purchase agreement with one Bameda Plantations Sdn Bhd. A month later, the plaintiffs registered a caveat on the said land. The plaintiffs also brought an action against the six defendants for specific performance of the PSPA. The High Court refused to grant the reliefs claimed by the plaintiff on two grounds.
The Court held that the PSPA entered into was in violation of the letter of offer and was void on such account. The Court also held that the forgery had tainted the PSPA. In such circumstances there was no valid interest or title in law in respect of the land that could be conferred to the plaintiff even though the plaintiffs were not privy to the forgery. This decision was subsequently affirmed in the Court of Appeal.
For further information regarding dispute resolution matters, please contact
Datin Jeyanthini Kannaperan
jeyanthini@shearndelamore.com
Robert Lazar
rlazar@shearndelamore.com
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EMPLOYMENT AND ADMINISTRATIVE LAW
Maternity leave
Malayan Banking Berhad (Maybank) has announced that it will now offer extended maternity leave of up to 365 days for eligible female employees. In addition to the existing 90-days maternity leave policy with full pay, the new policy allows an employee to apply for an additional maternity leave period of three months with half-pay, and a further six months with no pay. Maybank Group Chief Human Capital Officer, Nora Manaf, said that the extended maternity leave period will not constitute a break in an employee’s employment, and will also see the employee being provided with medical and insurance coverage in accordance with her benefit grade.
The link to the newspaper article: www.nst.com.my/news/2017/03/218813/maybank-offers-female-staff-one-year-maternity-leave.
For further information regarding employment and administrative law matters, please contact
Sivabalah Nadarajah
sivabalah@shearndelamore.com
Vijayan Venugopal
vijayan@shearndelamore.com
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FINANCIAL SERVICES
The new Guidelines on Financial Market Infrastructures (the “Guidelines”) were issued by the Securities Commission Malaysia to:
- ensure that the existing financial market infrastructure entities relevant to the capital market operate in a safe and efficient manner and in compliance with the CPMI-IOSCO Principles for Financial Market Infrastructures; and
- clarify on its approach to the approval and recognition of central counterparties pursuant to section 38 of the Capital Markets and Services Act 2007 in view of the implementation of regulatory reform measures at the international level.
The Guidelines set out, among others, the general requirements and consideration which the Securities Commission Malaysia may take into account in considering an application of a financial market infrastructure entity seeking to operate in Malaysia and the principles and regulatory reporting requirements to be complied with by approved financial market infrastructure entities.
For further information regarding financial services matters, please contact
Christina S C Kow
christina@shearndelamore.com
Pamela Kung Chin Woon
pamela@shearndelamore.com
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INTELLECTUAL PROPERTY
R Ramani a/l M Ramalingam (suing on behalf of the Recording Industry Association of Malaysia, a registered society) & Ors v Deluxe Exclusive Lounge Sdn Bhd and another suit [2016] MLJU 1332
The recent IP court action shows the IP Court’s reluctance to transfer any IP-related cases to other courts within the local jurisdiction of the High Court of Malaya. In the facts of the case below, the defendants applied to have the copyright infringement cases originally filed in the KL IP Court, transferred to the Johor Bahru High Court. It was refused.
Facts
The facts of this case concerned two suits involving alleged copyright infringement of sound and/or karaoke recordings entitled “Gadis Melayu”, “Seroja”, “Percayalah” and “Cindai” by the defendants which resided in Johor Bahru. The professed copyright owner filed a suit for copyright infringement in the KL IP Court. The defendants’ lawyer applied under Order 57 rule 1(1) of the Rules of Court 2012 to have the cases transferred to the Johor Bahru High Court instead.
Arguments for the transfer application
The defendants’ lawyer cited section 23 of the Courts of Judicature Act 1964 and argued that as the alleged acts of infringement occurred in Johor Bahru and defendants have their place of business in Johor Bahru as well, the cases are more suitably tried in Johor Bahru.
It was further argued that there were no practice directions which provide that only the IP Court in KL could hear IP disputes occurring in West Malaysia. Pursuant to the Practice Direction No 6 of 2013 (PD No 6/2013), the IP Court is only one of the “New Commercial Courts” to hear IP Disputes which arise in Kuala Lumpur.
Decision
The Transfer Application was refused. The IP Court was of the opinion that the two suits can be “more conveniently tried” in the IP Court which after all, specialises solely in hearing IP matters. The Judge agreed with the plaintiff’s lawyer that the very objective of establishing the IP Court is to promote uniformity, consistency and predictability in the development of IP jurisprudence. This objective would be defeated if the Transfer Application was allowed.
The High Court also relied on sections 23(1) and 3(a) of the Courts of Judicature Act 1964, but in respect of the phrase “local jurisdiction” which, when read with Articles 121(1)(a) and 160(2) of the Federal Constitution, means “territory comprised in the States of Malaya”. Premised on this, the KL IP Court ruled that it has the jurisdiction to try cases from all over West Malaysia and was not restricted to only cases arising in Kuala Lumpur.
For further information regarding intellectual property law matters, please contact
Karen Abraham
karen@shearndelamore.com
Indran Shanmuganathan
indran@shearndelamore.com
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TAX & REVENUE
Income tax
The Inland Revenue Board of Malaysia has recently issued the following operational guideline:
- Mengemukakan Anggaran Cukai Yang Kena Dibayar Di Bawah Seksyen 107C Akta Cukai Pendapatan 1967 (in Malay language only) – issued on 10 March 2017.
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