If you are entering a shareholding arrangement — or in dispute over an existing one — the SHA is your first line of defence. NZSK Legal — led by Khoo Ai Theng — drafts and litigates SHAs.
Critical SHA Provisions NZSK Legal Drafts
- Reserved matter approvals (matters requiring unanimous or supermajority consent)
- Deadlock resolution mechanisms (Russian roulette, Texas shoot-out, third-party valuation)
- Pre-emption rights on transfers and new issues
- Drag-along and tag-along rights
- Call options, put options, and exit provisions
- Anti-dilution protection
- Information and inspection rights
- Restrictive covenants (non-compete, non-solicitation, confidentiality)
- Dispute resolution clauses
Frequently Asked Questions
Q: Do I need a shareholders’ agreement in Malaysia?
A: Strongly recommended for all multi-shareholder companies. The constitution alone leaves critical commercial terms undocumented. NZSK Legal drafts comprehensive SHAs.
Q: Can I enforce a shareholders’ agreement?
A: Yes, as a contract under the Contracts Act 1950. Breach gives rise to damages, specific performance, and injunctive relief. NZSK Legal pursues all remedies.
Q: What if my SHA is silent on a dispute?
A: Statutory and common-law remedies apply, including section 346 oppression where company affairs are involved. NZSK Legal advises on available routes.
Q: Should my SHA have arbitration or litigation?
A: Depends on confidentiality preferences, enforcement considerations, and complexity. Arbitration offers privacy; litigation may offer faster interim relief. NZSK Legal advises on selection.
Q: How much does an SHA cost to draft?A: Standard SHA RM 8,000-25,000. Complex multi-party SHAs RM 25,000-60,000+. NZSK Legal provides fixed-fee SHA drafting.
