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”.

Now, in the Foreword to the forthcoming fourth edition, Tan Sri Nallini Pathmanathan describes Dato’ Loh Siew Cheang as, “without exaggeration, the doyen of corporate law in Malaysia”, praising the work as “a coherent and distinctly Malaysian account of the law”. She identifies its considerable“research, analysis and evaluation” as central to its achievement, concluding: “Works of this scope and authority are rare in any jurisdiction.”

Table of Contents

Chapter 1: The Corporate Person

Chapter 2: The Constitution

Chapter 3: Directors and Secretary

Chapter 4: Removal of Directors

Chapter 5: Members and Shares

Chapter 6: The Auditor

Chapter 7: Powers of The Corporate Person

Chapter 8: Division of Powers

Chapter 9: Corporate Powers and Third Parties

Chapter 10: Corporate Liability and Attribution Rules

Chapter 11: Fiduciary Powers of Directors

Chapter 12: Majority Shareholder Power: Rights and Limitations

Chapter 13: Equitable Constraints on Power

Chapter 14: The Oppression Remedy

Chapter 15: Statutory Derivative Actions

Chapter 16: Personal Actions

Chapter 17: Quality Control: Care, Skill and Diligence

Chapter 18: Integrity Control: No Profit and Self-Dealing Rules

Chapter 19: Related Party/Connected Transactions

Chapter 20: De Facto and Shadow Directors

Chapter 21: Interest in Shares

Chapter 22: Substantial Shareholders

Chapter 23: Connected Persons, Arrangements, etc

Chapter 24: Information for Decision-making: The General Meeting

Chapter 25: Meeting: Its Ordinary and Legal Meaning

Chapter 26: Convention and Constitution of Meetings

Chapter 27: The Chairman and the Conduct of Meetings

Chapter 28: General Meetings Under The Act

Chapter 29: The Proxy System

Chapter 30: Solicitation of Votes, etc

Chapter 31: Unanimous Consent Principle

Chapter 32: Circular Resolutions

Chapter 33: Compliance and Enforcement: Main Market Listing Requirements (‘MMLR’)

Chapter 34: The MMLR Public Disclosure Rules

Chapter 35: Insider Trading

Chapter 36: Winding-Up Mechanisms Proper and Improper Use

Chapter 37: Compulsory Winding up: From Presentation of Petition to Order

Chapter 38: Winding Up: Just and Equitable

Chapter 39: Winding Up: Deemed Insolvency

Chapter 40: Section 581: Judicial Relief From Breach of Duties

Chapter 41: Section 582: Judicial Validation of Irregular Proceeding

Chapter 42: Section 351: Judicial Power to Grant Injunction