Abdul Hamid Mohamad FCJ:

[1] The respondents herein had filed a winding up petition in the High Court to wind up Tan Chong Consolidated Sdn. Bhd. ("TCC"), the ninth appellant on the just and equitable grounds. The appellants herein are the respondents in the petition. The appellants then filed a notice of motion in that petition for an order to restrain the legal firm of Shearn Delamore & Co ("Shearn") from acting for the petitioners/respondents.

[2] The grounds forwarded by the appellants to disqualify the respondents from retaining Shearn are that Shearn had over the years acted as common solicitors for the appellants and the respondents. In the course of so acting, Shearn had advised on at least three corporate exercises involving reductions and restructuring of capital in which Shearn had prepared affidavits and company returns stating the respective shareholdings of the parties in TCC. From 1998 to 2000, Shearn was advising as common solicitors for the parties including TCC in respect of a de-merger exercise for Tan Chong Motor Holdings Bhd. ("TCMH") in which TCC had approximately 44% of the shares. Shearn was also the common solicitor at the time of the Emergency Gen