20 June 2023

This article provides an overview of the Court of Appeal of Malaysia’s decision in 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.

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