Awards and Recognition
We are proud to be nominated as the top finalists of "Litigation Law Firm of the Year", "Dispute Resolution Boutique Law Firm of the Year", "Regional Litigation of the Year"and "Malaysia Law Firm of the Year" by ALB (Asian Legal Business) Law Awards 2017, 2018 and 2019 for Malaysia and South East Asia.
Disputes between directors and shareholders can affect a company’s management, financial stability and business continuity. Whether you are a minority shareholder concerned about unfair treatment, a director facing allegations of misconduct, or a business owner dealing with a management deadlock, understanding your rights and available options is an essential first step.
At Low & Partners, we assist companies, directors and shareholders in resolving director and shareholder disputes in Malaysia. These matters may involve shareholder oppression, breaches of directors’ duties, misuse of company funds, disagreements over company control, removal of directors and disputes over share ownership or transfers.
We assess each dispute by reviewing the company’s constitution, shareholders’ agreement, relevant records and the parties’ commercial objectives. Depending on the circumstances, we advise on negotiation, settlement, share buy-outs and court proceedings, with a focus on protecting our clients’ interests and finding a practical way forward.
If you are facing a director or shareholder dispute, contact us to discuss your circumstances and explore the available legal options.
Frequently Asked Questions About Director & Shareholder Disputes
Explore the FAQs below for answers to common questions about minority shareholder rights, shareholder oppression claims, director liability, misuse of company funds and company deadlocks in Malaysia.
Your available options will depend on the company’s constitution, shareholders’ agreement, surrounding facts and applicable company law. Possible remedies may include requesting access to information, negotiating a buy-out, seeking an injunction or commencing court proceedings for appropriate relief.
Section 346 of Malaysia’s Companies Act 2016 provides a statutory avenue through which a member may seek relief where the company’s affairs or directors’ powers have been exercised in an oppressive manner or in disregard of the member’s interests.
Yes. Being a minority shareholder does not mean that you have no legal protection. A minority shareholder may be able to take action where the company’s affairs are conducted oppressively, unfairly or in disregard of the shareholder’s interests.
The appropriate action depends on the conduct complained of, the evidence available and the outcome sought.
Depending on the circumstances, the court may make orders to regulate the company’s affairs, restrain certain conduct, require shares to be purchased, cancel or vary transactions, or provide other appropriate relief.
The remedy sought should be carefully considered because different orders may have significant financial, management and tax consequences for the parties involved.
A company is generally a separate legal entity. However, a director may face personal liability in certain circumstances, including where there is a breach of statutory duty, fiduciary duty, contractual responsibility, fraudulent conduct or personal wrongdoing.
Whether personal liability arises depends on the director’s role, conduct and involvement in the disputed matter.
It is important to preserve relevant documents, including bank records, financial statements, board resolutions, correspondence and transaction records. Avoid accessing documents unlawfully or taking actions that may expose you to separate liability.
A lawyer can assess whether urgent measures, such as an injunction, disclosure application, derivative action or other court remedy, should be considered.
Removing a person as a director does not automatically remove that person as a shareholder, and removing a shareholder is generally not as straightforward as terminating an employee.
The available options may depend on the Companies Act 2016, the company’s constitution, shareholders’ agreement, share-transfer provisions and any applicable buy-out or deadlock mechanism.
A deadlock may arise when shareholders or directors are unable to agree on important business decisions. The shareholders’ agreement or company constitution may contain procedures such as mediation, escalation, casting votes, buy-sell arrangements or share-transfer mechanisms.
Where no workable mechanism exists, the parties may need to negotiate a buy-out, restructure the company or consider court proceedings.