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
Pre-emption rights often decide what happens to shares when a shareholder dies or wants to leave the company. See What Happens to a Shareholder’s Shares When They Die in Malaysia? and How to Exit a Sdn Bhd as a Minority Shareholder in Malaysia.
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.
