Court of Appeal interprets section 223 of Companies Act relating to requirement for shareholder approval for substantial transactions

20 June 2023

Concrete Parade Sdn Bhd v Apex Equity Holdings Bhd & Ors [2021] 9 CLJ 849.

Concrete Parade Sdn. Bhd. (“Appellant”) was a shareholder of Apex Equity Holdings Berhad (“Respondent”). The Appellant brought a minority oppression action under section 346 of the Companies Act 2016 (“CA 2016”) to:

• nullify all agreements pertaining to a proposed merger on the ground that they breached sections 85 and 223 of the CA 2016 by denying the Appellant of its statutory pre-emptive right to be offered the new shares in Apex Equity and for not obtaining prior shareholders’ approval for the merger exercise; and
• set aside the court order validating the 2005 to 2017 share buy-back transactions on the ground that the court could not validate a breach of section 67(1) of the Companies Act 1965 and/or section 123 of the CA 2016.

To read the full article, which provides an overview of the Court of Appeal's decision, please click here.