Case Background & Strategy

Main Content

If your shareholding rights have been bypassed in a back-door share transfer, NZSK Legal — led by Khoo Ai Theng — moves fast to enforce your pre-emption rights.

Common Pre-Emption Breaches NZSK Legal Handles

• Direct transfers to third parties without offer to existing shareholders
• Sham transfers structured to avoid pre-emption (transfer to nominees, family trusts)
• Backdoor transfers via charge or trust arrangements
• Issue of new shares to circumvent pre-emption (anti-dilution issues)
• Inadequate notice or pricing in pre-emption offers

Frequently Asked Questions

Q: What are pre-emption rights in Malaysian company law?

A: Rights of first refusal in the company constitution or shareholders’ agreement giving existing shareholders priority before share transfers to outsiders. Breach is actionable by specific performance and damages.

Q: Can I block a share transfer that breaches pre-emption?

A: Yes, through urgent injunctive relief. NZSK Legal applies for interim injunctions to prevent transfer registration with SSM.

Q: What if the pre-emption notice was defective?

A: Defective notice can invalidate the transfer. NZSK Legal challenges defective procedures and seeks declarations of invalidity.

Q: Can I get the shares at the offered price?

A: Yes, through specific performance under the Specific Relief Act 1950. NZSK Legal pursues this where appropriate.

Q: How long do I have to assert pre-emption rights?

A: Time-sensitive — typically the response window in the constitution or SHA, often 14-30 days. Move immediately upon learning of any transfer attempt.