walmart
LAW580
Individual Assignment
Case Review of Prohibition on Companies Purchasing Their Own Shares
Name: Nabila Veronica Soh
ID: 2011874814
Group: LWB06H
Tutor: Pn. Nadia Omar
Case Summary : AHT Properties Sdn. Bhd. & Ors v Tan Yee Hee & Ors [2010] MLJU 1597
The plaintiffs are suing the 3rd to 11th defendants who are shareholders in Syarikat Wakuba Sdn. Bhd. for specific performance under an agreement to purchase all shares of the 2nd defendant and for damages and other reliefs. The 1st defendant is sued because he is holding a piece of land held under Lahad Datu Provisional Lease on trust for the 2nd defendant. A Power of Attorney Kota Kinabalu had been given to the 3rd defendant to manage and deal with the land. A title term prohibits transfer and sublease until it has been fully developed. The 3rd to 11th defendants are shareholders in the 2nd defendant. The 3rd and 4th defendants are also the Directors of the 2nd defendant. The 3rd and 4th defendants on their own behalf and on behalf of all the shareholders of the 2nd defendant had then signed a letter agreeing to sell all their shares in 2nd defendant to the 2nd, 3rd and 4th plaintiffs based on the terms stated therein for the consideration of RM560,960.00. The final agreement after having signed by the 2nd and 4th plaintiffs was taken away by the 3rd defendant for execution by all shareholders but was never signed or returned to their lawyer. The plaintiff claimed that there was a restrictive term in the sale and the defendants proposed that the land be transferred to the 2nd defendant first, then the 2nd defendant will sell all the shares of his together with the lands in the 2nd defendant to plaintiffs. The defendants had submitted that if there was an agreement, it was tainted with illegality because it is contravened with Section 67 of the Companies Act 1965 as a dealing in own shares. It was held that the defence of illegality was misfounded based on the Confirmation Letter that
Individual Assignment
Case Review of Prohibition on Companies Purchasing Their Own Shares
Name: Nabila Veronica Soh
ID: 2011874814
Group: LWB06H
Tutor: Pn. Nadia Omar
Case Summary : AHT Properties Sdn. Bhd. & Ors v Tan Yee Hee & Ors [2010] MLJU 1597
The plaintiffs are suing the 3rd to 11th defendants who are shareholders in Syarikat Wakuba Sdn. Bhd. for specific performance under an agreement to purchase all shares of the 2nd defendant and for damages and other reliefs. The 1st defendant is sued because he is holding a piece of land held under Lahad Datu Provisional Lease on trust for the 2nd defendant. A Power of Attorney Kota Kinabalu had been given to the 3rd defendant to manage and deal with the land. A title term prohibits transfer and sublease until it has been fully developed. The 3rd to 11th defendants are shareholders in the 2nd defendant. The 3rd and 4th defendants are also the Directors of the 2nd defendant. The 3rd and 4th defendants on their own behalf and on behalf of all the shareholders of the 2nd defendant had then signed a letter agreeing to sell all their shares in 2nd defendant to the 2nd, 3rd and 4th plaintiffs based on the terms stated therein for the consideration of RM560,960.00. The final agreement after having signed by the 2nd and 4th plaintiffs was taken away by the 3rd defendant for execution by all shareholders but was never signed or returned to their lawyer. The plaintiff claimed that there was a restrictive term in the sale and the defendants proposed that the land be transferred to the 2nd defendant first, then the 2nd defendant will sell all the shares of his together with the lands in the 2nd defendant to plaintiffs. The defendants had submitted that if there was an agreement, it was tainted with illegality because it is contravened with Section 67 of the Companies Act 1965 as a dealing in own shares. It was held that the defence of illegality was misfounded based on the Confirmation Letter that