The Corporate and Commercial Law Committee (“CCLC”) began the 2011/2012 term by accepting new members as well as consolidating the Companies Act Subcommittee into the Suruhanjaya Syarikat Malaysia (“SSM”) Subcommittee. CCLC also mapped out its projects for the term to ensure maximum impact. At the time of writing this report, CCLC has had four meetings.
The following are the projects outlined by CCLC:
(1) Bank Negara Subcommittee
The Bank Negara Subcommittee is overseeing this project. Circular No 072/2011 was issued on 30 Mar 2011 seeking the feedback of lawyers on issues they face while dealing with Bank Negara Malaysia (“BNM”) and member banks of the Association of Banks in Malaysia (“ABM”).
The following are the projects outlined by CCLC:
(1) Bank Negara Subcommittee
The Bank Negara Subcommittee is overseeing this project. Circular No 072/2011 was issued on 30 Mar 2011 seeking the feedback of lawyers on issues they face while dealing with Bank Negara Malaysia (“BNM”) and member banks of the Association of Banks in Malaysia (“ABM”).
A total of 19 law firms gave their input, consisting of numerous issues they have faced when dealing with banks as well as suggestions they wish to bring to the attention of BNM and ABM. The Subcommittee is in the process of obtaining further details from the lawyers to provide a holistic view of what lawyers face when meeting with BNM and ABM.
(2) Competition Act Subcommittee
The Competition Act 2010 was approved in May 2010. With the appointment of the Competition Commission commissioners, Competition law is set to be a major component in the legal framework of Malaysia.
With this in mind, the representatives from the Malaysian Bar including members of the Competition Act Subcommittee, paid a courtesy visit to the office of the Malaysian Competition Commission (“MyCC”) in Petaling Jaya on 22 June 2011 (Wednesday). The delegation met up with MyCC’s CEO, Shila Dorai Raj; Chairperson of MyCC, Tan Sri Dato’ Seri Siti Norma Yaakob; and several commissioners. Among matters discussed during the visit were the progress of the setting up of MyCC as well as suggestions on how to enhance ties between MyCC and the Malaysian Bar.
(3) The Goods and Services Tax (“GST”) and Tax Subcommittee
The GST and Tax Subcommittee has completed its review of the GST Bill and is finalising its memorandum on its feedback of the GST Bill to the government.
The Subcommittee will organise a seminar entitled “An Overview of Tax Appeals: Law, Practice and Recent Developments” on 5 Oct 2011 (Wednesday) at the Bar Council Auditorium. The seminar’s speakers are Hariraman Palaya, a former Special Commissioner of Income Tax, and Nik Saghir b Mohd Noor, an experienced lawyer who has worked as legal adviser to the Income Tax Department. Among the topics to be covered at the seminar are:
The Competition Act 2010 was approved in May 2010. With the appointment of the Competition Commission commissioners, Competition law is set to be a major component in the legal framework of Malaysia.
With this in mind, the representatives from the Malaysian Bar including members of the Competition Act Subcommittee, paid a courtesy visit to the office of the Malaysian Competition Commission (“MyCC”) in Petaling Jaya on 22 June 2011 (Wednesday). The delegation met up with MyCC’s CEO, Shila Dorai Raj; Chairperson of MyCC, Tan Sri Dato’ Seri Siti Norma Yaakob; and several commissioners. Among matters discussed during the visit were the progress of the setting up of MyCC as well as suggestions on how to enhance ties between MyCC and the Malaysian Bar.
(3) The Goods and Services Tax (“GST”) and Tax Subcommittee
The GST and Tax Subcommittee has completed its review of the GST Bill and is finalising its memorandum on its feedback of the GST Bill to the government.
The Subcommittee will organise a seminar entitled “An Overview of Tax Appeals: Law, Practice and Recent Developments” on 5 Oct 2011 (Wednesday) at the Bar Council Auditorium. The seminar’s speakers are Hariraman Palaya, a former Special Commissioner of Income Tax, and Nik Saghir b Mohd Noor, an experienced lawyer who has worked as legal adviser to the Income Tax Department. Among the topics to be covered at the seminar are:
(4) Insolvency Law Reform Subcommittee
The term has been busy for the Subcommittee as it was consulted by Jabatan Insolvensi Malaysia (“JIM”) on the draft Insolvency Bill. The Subcommittee wrote to JIM on numerous occasions with its opinions and suggestions.
The Subcommittee also met up with the Director General of Insolvency, Yang Berbahagia Datuk Abdul Karim b Abdul Jalil on 13 May 2011 (Friday) to discuss outstanding issues in regard to the development of the Insolvency Bill. The meeting was an open meeting with both sides giving their honest feedback on the Insolvency Bill.
The success of the meeting led to an intensive whole–day meeting between JIM and the Malaysian Bar on 26 May 2011 (Thursday), where Ira Biswas, representing the Malaysian Bar, went through the provisions of the Insolvency Bill with the drafting team from JIM before the Insolvency Bill was sent to the Attorney General’s Chambers.
(5) Securities Commission Subcommittee
The Securities Commission (“SC”) sought a meeting with members of the Securities Commission Subcommittee to discuss the standards of due diligence required by lawyers. At the meeting, held on 22 Aug 2011 (Monday) at SC, it was noted that lawyers should be informed of what is required of them as they conduct due diligence exercises for their clients.
As a follow up to the meeting, the Subcommittee will organise a seminar entitled “Due Diligence by Lawyers: A Regulatory Perspective”, to be held on 14 Oct 2011 (Friday) at the Bar Council Secretariat Auditorium. Eugene Wong Weng Soon, Executive Director of Corporate Finance & Investments, SC, will speak on due diligence from a regulator’s perspective. CCLC’s members, Kenny Poon How Kun and Wong Tat Chung will speak on due diligence from a lawyer’s perspective.
(6) Limited Liability Partnership (“LLP”) Taskforce
The LLP Taskforce continues to follow up with SSM on the status of the LLP Bill. A delegation from the Malaysian Bar met up with Dato’ Azmi b Ariffin, CEO of SSM on 20 May 2011 (Friday) to discuss the latest developments, together with outstanding issues pertaining to the implementation, of the LLP Bill. One outstanding issue was the tax regime in regard to the LLP Bill. SSM informed the delegation that this aspect of LLPs would be discussed at another meeting to be scheduled in the future.
On 16 Aug 2011 (Tuesday), a meeting was held at SSM to discuss the tax regime issue. The delegation from the Malaysian Bar comprised members from the LLP Taskforce and GST and Tax Subcommittee. After the meeting, the delegation was asked to submit its opinion on the tax regime for LLPs based on the discussion. The LLP Taskforce and GST and Tax Subcommittee sent an official reply to SSM on 12 Sept 2011 (Monday).
(7) Other events
One of the objectives of CCLC is to organise seminars on topics that are of interest to lawyers in the area of corporate and commercial law. Thus, CCLC and the Tribunal for Consumer Claims Malaysia (“TCCM”) jointly organised a seminar entitled “Why Consumer Need Protection” on 22 Apr 2011 (Friday). The speaker for the seminar was the then–Chairperson of TCCM, Pretam Singh Darshan Singh.
The seminar began with a historical narration on how consumerism and the protection of consumers came about. Pretam Singh then introduced the Consumer Protection Act 1999 together with the rights of consumers contained therein. The seminar ended with a brief overview of TCCM, which was established under the Act. Later, a panel consisting of Pretam Singh and CCLC’s members, Cheong Kee Fong and Tan Kim Soon, took questions from the floor in relation to consumer rights.
With these projects, it is hoped that CCLC will contribute towards the growth of corporate and commercial law in Malaysia.
K Mohan K Kumaran and Desmond Ho Chee Cheong
Co–Chairpersons
Corporate and Commercial Law Committee
Dated 20 Sept 2011
(1) K Mohan K Kumaran (Co–Chairperson)
(2) Desmond Ho Chee Cheong (Co–Chairperson)
(3) Cheong Kee Fong (Deputy Chairperson)
Members:
(4) Abdul Shukor Mohd Yusof
(5) Anand Raj
(6) Choo Chin Thye
(7) Christopher Foo Kah Foong
(8) David Lee Lai Huat
(9) Grace Yeoh Cheng Geok
(10) Heng Hiang Swee
(11) Ira Biswas
(12) Isaac Tho Kah Yaw
(13) Jahaberdeen b Mohd Yunoos
(14) Kenny Poon How Kun
(15) Murad Ali Abdullah
(16) Sharon Chong Tze Ying
(17) Tan Kim Soon
(18) Tan Wooi Hong
(19) Wong Tat Chung
Officer–in–charge: Chiam Ter Ping
The members of CCLC’s subcommittees are:
No | Subcommittee | Chairperson | Member |
1 | LLP Task Force | Wong Tat Chung | Anand Raj Andrew Khoo Chin Hock Chen Kah Leng Chew Seng Kok Dhinesh Bhaskaran Grace Yeoh Cheng Geok GK Ganesan K Mohan K Kumaran Lim Kar Han Mariette Peters Mah Weng Kwai Murad Ali Abdullah N Chandran Ng Leong Huat Tony Woon Yeow Thong Too Hing Yeap |
2 | Bursa Malaysia | Kenny Poon How Kun | Abdul Syaheed Ismail Tan Wooi Hong |
3 | Bank Negara | Tan Kim Soon | Heng Hiang Swee |
4 | SSM | Wong Tat Chung | K Mohan K Kumaran Cheong Kee Fong Choo Chin Thye Grace Yeoh Cheng Geok Heng Hiang Swee Ira Biswas |
5 | SC | Cheong Kee Fong | Grace Yeoh Cheng Geok Isaac Tho Kah Yaw Kenny Poon How Kun Wong Tat Chung |
6 | Takeovers and Mergers | Grace Yeoh Cheng Geok | Cheong Kee Fong Isaac Tho Kah Yaw Wong Tat Chung |
7 | GST and Tax | Anand Raj | Vijey Krishnan (Deputy Chairperson) Francis Tan Leh Kiah Hariraman Palaya Irene Yong Lucy Chang Nik Saghir Mohd Noor Wong Tat Chung |
8 | Competition Act | Wong Tat Chung | Cheong Kee Fong Anand Raj Chew Phye Keat Choo Chin Thye Eunice Chan Wei Lynn Ira Biswas Lim Tuck Sun |
9 | Insolvency Law Reform | Ira Biswas | Peter Pereira Tan Kim Soon Wong Tat Chung |