JUDGMENT

Leong Wai Hong J:

[Oppression Of Shareholder]

The Legislative History On Relief Against Oppression Of Minority Shareholder

[1] The law recognises that although the will of the majority binds shareholders in a company, it will intervene if the act of the majority leads to tyranny.

[2] In Malaysia, the legal intervention against the tyranny of the majority comes in the form of s 181 of our Companies Act, 1965 which is the predecessor of our current s 346 Companies Act, 2016 Act 777 (" CA 2016").

[3] According to Lord Wilberforce in Re Kong Thai Sawmill (Miri) Sdn Bhd; Kong Thai Sawmill (Miri) Sdn Bhd & Ors v. Ling Beng Sung; [1978] 2 MLJ 227, s 181 of our Companies Act,1965 "trace its descent from s 210 of the United Kingdom Companies Act, 1948 which was introduced in that year in order to strengthen the position of minority shareholders in limited companies."

[4] Section 210 of the United Kingdom Companies Act, 1948 was enacted after the United Kingdom accepted a recommendation from the Cohen Committee chaired by Lord Cohen which recommended the introduction of an alternative remedy of oppression in s 210 to the only remedy then available which was the winding-up of the company