James Foong FCJ:

Introduction

[1] The background facts of this case are not disputed. They are as follows: The plaintiff is a private limited company owned by the Chan family. They held shares in a public-listed company known as Palmco Holdings Bhd (Palmco) which is listed in the Kuala Lumpur Stock Exchange. The 1st defendant, his wife and the 2nd defendant (which is a private limited company controlled by the 1st defendant) whom we shall collectively refer to as the 1st defendant and his group, also held shares in Palmco. There is another Malay gentleman by the name of Dato Yusof Latif (Latif). Like the 1st defendant, Latif, his family and the company he controlled (collectively referred to as Latif and his group) also owned shares in Palmco. Together, these three groups were the majority shareholders of Palmco and by virtue of Datuk Chan Woot Khoon, Chan Koi Koon and Chan Fook Khoon, nominees of the plaintiff, 1st defendant and Latif, as elected directors of Palmco effectively controlled the operation of Palmco.

[2] The relationship between the Chan family, 1st defendant and Latif was good until a dispute erupted. It all began when Palmco announced a special rights issue for