Tay & Partners

Introduction In trademark litigation, where a claimant elects not to pursue an account of profits, the usual course is to seek an inquiry into damages, aimed at compensating the claimant for the actual loss suffered as a result of the defendant’s acts of infringement and/or passing off. These damages typically fall under two principal heads: (i) loss of business profits; and (ii) loss of goodwill and reputation. The assessment of such damages is governed by the foundational principle of restoring the injured party to the position they would have been in had the wrongful acts not occurred. Loss of business profits lends itself, at least to a degree, to a mathematical and evidentiary exercise. Courts typically examine historical earnings, projected growth trajectories, diversion of customers and reduction in sales attributable to infringing activities. Financial records, sales data and, where appropriate, expert evidence, often form the basis for quantifying the claimant’s lost profits. In contrast, quantifying the damages for loss of goodwill and reputation presents a far more elusive and complex challenge. Goodwill is an intangible asset, reflecting the value of a brand or trade name, and customer loyalty and market recognition cultivated over time. While goodwill is generally presumed to have been harmed once infringement or passing off is established[1], the difficulty lies in assigning a monetary value to that loss. Unlike the assessment of loss of business profits, there is no settled mathematical formula or precise methodology to measure the erosion of goodwill and reputation, which may manifest subtly over a period of time. This article explores the principles in assessing damages for loss of goodwill and reputation, with a particular focus on how courts navigate this intangible head of loss in cases of trademark infringement and passing off. Valuing Loss of Goodwill and Reputation: From Principles to Practice            The UK courts have consistently recognised that there is no precise or mathematical method for assessing the loss of goodwill and reputation. In Draper v Trist & Ors [1939] 3 All ER 513, the UK Court of Appeal observed that courts are entitled to rely on ordinary business knowledge and common sense to infer that substantial deceptive trading will almost inevitably result in some degree of damage to goodwill, even where the exact extent or duration of that harm cannot be definitively quantified[2]. In such cases, the court must often resort to forming a reasonable and rough estimate, much like a jury would, based on the circumstances presented. Similarly, in Aktiebolaget Manus v R. J. Fullwood & Bland Ltd (1954) 71 RPC 243, the UK High Court followed the position that the appropriate approach was to form a rough but reasonable estimate, akin to that which a jury might make, and to assess, as best as possible, a fair and moderate sum to compensate the plaintiff for the injury suffered. Given that goodwill and reputation cannot be quantified with mathematical precision, damages under this head are awarded as general damages[3], which do not require the same specific proof as is required for special damages. Guidance on the relevant factors to be taken into account when assessing the loss of goodwill and reputation may be found in the decision of the Hong Kong High Court in Tam Wing Lun Alan & Ors v Tam Kwok Hung t/a Hang Mei Record Co & Anor [1991] 2 HKC 384. The Court identified several considerations, including: (i) the extent of the plaintiff’s reputation or goodwill in the relevant market; (ii) the conduct of the defendant’s acts, whether, for example, the acts of infringement or passing off was fraudulent or deliberate; (iii) the circulation and scale of the infringing goods; (iv) the degree of publicity or exposure given to the infringing goods by the defendant; (v) whether the defendant derived any benefit or profit from the wrongful conduct; and (vi) the impact of the wrongful conduct on the plaintiff’s business or goodwill. In the fairly recent decision of Perusahaan Otomobil Kedua Sdn Bhd & Anor v Lee Lap Kee [2024] MLJU 2797, the Malaysian High Court awarded RM500,000 as a fair and reasonable sum for the plaintiffs’ loss of goodwill and reputation, taking into account the following key considerations: (i) The plaintiffs had built up substantial goodwill and reputation in Malaysia in connection with their PERODUA automotive lubricants; (ii) Significant investments in advertising and promotional activities had been made over the years to strengthen the market presence of the PERODUA automotive lubricants; (iii) The plaintiffs recorded sales figures ranging from RM100 million to RM240 million between 2016 and 2022, evidencing strong market penetration; (iv) The commercial value of the PERODUA brand and trademarks is regarded as substantial owing to the plaintiffs’ position as Malaysia’s second national car manufacturer; (v) The PERODUA brand had received numerous prestigious awards and accolades, further enhancing its reputation and market standing; and (vi) The defendant, in a Consent Judgment, had acknowledged that the PERODUA trademarks were well-known marks, entitled to protection under Article 6bis of the Paris Convention and Article 16 of the TRIPS Agreement. The price tag of half a million ringgit, in the Court’s view, reflects the gravity of the infringement and the hard-earned reputation the plaintiffs had cultivated. Conclusion What is the moral of the story? In business terms, it is essential for business owners to maintain meticulous records. The advertising receipts gathering dust in your drawer could serve as a proof of your efforts in enhancing your brand’s goodwill; the footfall data buried in your laptop may showcase the local popularity of your store; and the sales records stacking up on your desk may demonstrate the broad impact of your products in the market. As Lord MacNaghten aptly put: “Goodwill is the very sap and life of the business without which it would yield little or no fruit”[4]. Goodwill encompasses the entire advantage derived from a business’ reputation and relationships, built by years of honest work, or gained by lavish expenditure. For the customer, goodwill may be a label to represent a favourable disposition for which he possesses towards a place, but for the owner, goodwill is a manifestation of the strength and influence his business wields in the marketplace. This article is authored by our Partner, Ms Lee Lin Li, Senior Associate, Ms Lim Jing Xian and Associate, Mr Goh Jing Xuan. The information in this article is intended only to provide general information and does not constitute any legal opinion or professional advice. Written by: LEE LIN LI, Partner, Head of IP & Technology Practice Group, [email protected] LIM JING XIAN, Senior Associate [email protected] GOH JING XUAN, Associate [email protected] [1] Draper v Trist & Ors [1939] 3 All ER 513; Taiping Poly (M) Sdn Bhd v Wong Fook Toh (t/a Kong Wah Trading Co) & Ors [2011] 3 CLJ 837. [2] Followed by the Malaysian High Court in Schwan-Stabilo Marketing Sdn Bhd & Anor v S&Y Stationery & Ors [2018] 9 CLJ 384, Sykt Faiza Sdn Bhd & Anor v Faiz Rice Sdn Bhd & Anor (and Another Suit) [2019] 1 AMR 180 and Perusahaan Otomobil Kedua Sdn Bhd & Anor v Lee Lap Kee [2024] MLJU 2797. [3] Tommy Hilfiger Europe v McGarry & others [2008] IESC 36. [4] Trego v Hunt [1896] AC 7.

Introduction In Malaysia’s evolving business landscape, environmental, social and governance (“ESG”) is gradually attaining more traction, and it is no longer a mere buzzword. While there is no universal definition of ESG, ESG is generally understood as a framework to measure sustainability, ethical impact and governance. While ESG practices are commonly adopted by listed companies and government-linked companies, the relevance of ESG to small and medium-sized enterprises (“SMEs”) in Malaysia have been growing. SMEs can benefit in the following ways by embracing ESG practices: (a) Investors are more likely to invest in businesses with strong ESG performance due to lower risk exposure and enhanced operational efficiency of these companies. As a result of this, SMEs that adopt ESG practices may find it easier to secure funding and business opportunities. (b) SMEs may be eligible for government incentives aimed at promoting ESG compliance and sustainability incentives such as Green Investment Tax Allowance available for companies seeking to acquire qualifying green technology assets or those undertaking qualifying green technology projects for business or own consumption or Green Investment Tax Exemption for qualifying green technology service provider companies. (c) Implementation of recycling and waste reduction programmes can lead to cost savings. (d) ESG adoption helps SMEs avoid fines and regulatory penalties. This article aims to explore how ESG supports business and growth of SMEs from the aspect of mergers and acquisitions (“M&A”) and initial public offerings (“IPO”). ESG in M&A Expansion of ESG in Due Diligence Exercise Generally, the scope of due diligence exercise during M&A transactions encompasses legal, tax and financial matters. However, with the growing influence of ESG practices, ESG due diligence has become integral to investment evaluation and strategies in M&A transactions. ESG due diligence can reveal a company’s sustainability practices and environmental impact, treatment to employees, stakeholders and communities, and compliance with relevant laws, regulations and guidelines relating to ESG matters. ESG due diligence enables SMEs to discover opportunities that can strengthen their efficiency and competitiveness as well as advocate sustainable development which will benefit the broader well-being of the society and the environment in the long run. Inclusion of Conditions Precedent Pertaining to ESG in the Share Sale and Purchase Agreement (“SPA”) A condition precedent in an SPA is a condition which is required to be fulfilled before a SPA can be rendered unconditional and for transactions to proceed further. Potential investors or buyers may require target companies to resolve issues discovered during due diligence for M&A transactions before they complete the transactions. ESG-related condition precedents may include the taking steps to address regulatory non-compliance or implementation of an anti-bribery and corruption policy. By integrating ESG-related conditions precedent, it signifies to the investors that SMEs value sustainability which would enhance SMEs’ reputation and credibility to investors and stakeholders. Inclusion of Representations and Warranties Relating to ESG in the SPA In an SPA, sellers typically provide representations and warranties for the benefit of purchasers. Representations are assertions of fact, while warranties are guarantees that these assertions are true, often accompanied by a contractual obligation to compensate the other party if they prove to be false. Typical ESG-related representation and warranty include compliance with environmental laws, no pending environmental investigations, compliance with employment laws and regulations, no use of forced, child, or trafficked labor and implementation of code of ethics or conduct for directors, officers and employees. The inclusion of ESG-related representations and warranties in SPAs provides assurance to investors, while encouraging SMEs to improve internal systems to enhance compliance and position themselves as responsible and sustainable businesses. ESG in IPO Pre-IPO Considerations Good ESG practices are important for SMEs intending to undertake an IPO and listing on the stock exchange in Malaysia, as they help investors assess the viability and risks associated with investing in these SMEs. Companies planning an IPO are required to issue a prospectus, the contents of which are prescribed by the Prospectus Guidelines issued by the Securities Commission Malaysia (“SC”). In particular, paragraph 5.02(j) of the Prospectus Guidelines sets out the following disclosure requirement in the prospectus: (i) the relevant laws or regulations governing the conduct of the group companies on business and environmental issue which may materially affect the group’s business or operations; and (ii) the information on the non-compliance. To facilitate disclosure in prospectus and to demonstrate good corporate governance, it would be prudent for SMEs which intend to be listed on the stock exchange in Malaysia to adopt ESG practices as earlier as possible. Non-compliance with laws and regulations may delay an IPO and listing exercise as regulators may require an applicant to address its non-compliance before the regulators give their approvals for the IPO and listing. Bursa Malaysia Securities Berhad (“Bursa Malaysia”) has also issued the Sustainability Reporting Guide as a guidance for listed companies to prepare their sustainability statement. Sustainability statement (“Sustainability Statement”) is a narrative statement of the listed companies’ management of material economic, environmental and social risks and opportunities in the manner as prescribed by Bursa Malaysia. In preparation for IPO, SMEs may consider implementing the following practices advocated in the Sustainability Reporting Guide: carrying out materiality assessment; identifying and categorising sustainability issues in a list of sustainability matters; engaging with stakeholders; prioritising sustainability matters; and reviewing the materiality assessment on a yearly basis. Post-Listing Requirements Listed companies on the Main Market and ACE Market in Malaysia are required to comply with the Main Market Listing Requirements (“MMLR”) and the ACE Market Listing Requirements (“AMLR”) respectively. The MMLR and AMLR set out the requirements for listed companies to make sustainability-related disclosures in their annual reports by including narrative statement of the listed companies’ management of sustainability-related risks and opportunities, as prescribed by Bursa Malaysia. Listed companies on the Main Market and ACE Market must ensure that the Sustainability Statement is prepared in accordance with the IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 Climate-related Disclosures. The listed companies must include the metrics and targets that demonstrate their performance and progress in relation to their sustainability-related risks and opportunities for the last three financial years in the Sustainability Statement. Bursa Malaysia has issued the Sustainability Reporting Guide to assist listed companies in preparing the Sustainability Statement.  Simplified ESG Disclosure Guide (“SEDG”) for SMEs in Supply Chains The SEDG is developed by Capital Markets Malaysia, an affiliate of the SC with the objective providing guidance to SMEs in preparing ESG data for their stakeholders which align with international standards. The SEDG also provides SMEs with a simple and standard set of disclosures to track and report, and it covers indicators that can be tracked and disclosed to measure ESG progress. There are 35 disclosures divided into Basic, Intermediate and Advanced in the SEDG to cater for the different levels of sustainability maturity of each SME. The SEDG can be a useful starting point for SMEs to embrace ESG practices. Conclusion ESG is increasingly a key consideration for investors seeking to invest in SMEs, whether through M&As or IPOs. SMEs looking to bring themselves to the next level of growth should assess their business operations for gaps in ESG compliance. Engaging legal counsel to identify these gaps and develop a robust internal framework demonstrates a company’s commitment to responsible business practices. This strengthens the SME’s reputation as well as builds investor confidence, positioning the company as a credible and sustainable investment opportunity. This article is authored by our Partner, Ms Wong Mei Ying and Associate, Ms Lim Jia Wen (Trisha). The information in this article is intended only to provide general information and does not constitute any legal opinion or professional advice. Written by: WONG MEI YING, Partner, Corporate & Commercial [email protected] LIM JIA WEN (TRISHA), Associate [email protected]  

Introduction In the construction industry, cash flow is king. The Construction Industry Payment and Adjudication Act 2012 (“CIPAA”) came into force on 15 April 2014 with its main objective to resolve payment dispute and improve the contractors’ cash flow by providing a speedy, timely and cost-effective dispute resolution mechanism through adjudication. Under CIPAA, an adjudication proceeding generally takes around 100 working days from the date of serving the payment claim until the release of the adjudication decision. The adjudication decision is binding until it is set aside by the High Court or the dispute is finally decided in court litigation or arbitration. This means that the contractors do not have to endure lengthy court battles just to get paid — they have a clear path to speedier resolution of dispute through adjudication. In this article, we will address some common concerns faced by the contractors and subcontractors, to provide a better understanding of CIPAA 2012. I. Conditional Payment: Void Under Section 35 of CIPAA 2012 Conditional payment clause, also known as “pay-when-paid”, “pay-if-paid” or “back-to-back” clause, makes the obligation to pay one party (e.g., sub-contractor) contingents upon another party (e.g., main contractor) receiving payment from a third party (e.g. employer). The conditional payment clause is commonly found in construction contracts, especially between the main contractors and subcontractors. However, it is void under Section 35 of CIPAA 2012. This is because the main objective of CIPAA 2012 is to provide a speedy resolution of payment dispute and to alleviate the cash flow issues. Section 35(1) of CIPAA 2012 provides as follows: “35     Prohibition of conditional payment   (1)      Any conditional payment provision in a construction contract in relation to payment under the construction contract is void.   (2)      For the purposes of this section, it is a conditional payment provision when – (a) the obligation of one party to make payment is conditional upon that party having received payment from a third party; or (b) the obligation of one party to make payment is conditional upon the availability of funds or drawdown of financing facilities of that party.” In the case of Econpile (M) Sdn Bhd v IRDK Ventures Sdn Bhd and another case [2017] 7 MLJ 732, the respondent contends that under clause 25.4(d) of PAM Contract 2006, he is not bound to make further payment including payments which have been certified but not yet paid after the claimant’s contract has been terminated. The High Court held that clause 25.4(d) has the effect, upon the termination of the contract, of postponing payment due until the final accounts are concluded and the works completed. This would defeat the purpose of CIPAA 2012 and is therefore void and unenforceable. Recently, the Court of Appeal in SPM Energy Sdn Bhd & Anor v Multi Discovery Sdn Bhd [2025] MLJU 515 held that the prohibition of conditional payment clause under Section 35 of CIPAA 2012 applies to disputes before court / arbitral proceedings when there are no adjudication proceedings. As such, it appears that the prohibition of conditional payment extends beyond the adjudication proceedings. The Court of Appeal held that the prohibition under Section 35 of CIPAA 2012 would apply in court or arbitral tribunal if 4 cumulative conditions under Section 2 of CIPAA 2012 are satisfied, subject to 2 exceptions i.e., the existence of circumstances stipulated in Section 3 of CIPAA and the exemption by the Minister under Section 40 of CIPAA 2012. The 4 cumulative conditions for the prohibition under Section 35 of CIPAA 2012 to apply are as follows: (a) there is a “construction contract” as understood in Section 4 of CIPAA; (b) the construction contract is made in writing; (c) the construction contract relates to “construction work” as defined in Section 4 of CIPAA; and (d) the construction work is carried out wholly or partly within the territory in Malaysia. However, not all “delayed payment” provisions are deemed “conditional payment” under Section 35 of CIPAA 2012. The Court of Appeal in the case of Lion Pacific Sdn Bhd v Pestech Technology Sdn Bhd and another appeal [2022] 6 MLJ 967 held that a “pay-if-certified” clause cannot be construed as a conditional payment clause under Section 35 of CIPAA 2012, as the mutual agreement of the parties was that the appellant’s obligation to make payment would only arise upon certification of the works done by the Ministry of Transport, failing which the works cannot be considered as having been carried out. The Court of Appeal also stressed that whilst CIPAA 2012 was intended to alleviate cash flow problems and prohibited conditional payments, it was not intended to replace the requirement of certification or valuation to assess the progress of works carried out. II. Crossclaims can only Zerorise the Claimant’s Claim, Not Exceed When an unpaid party (the claimant) commence an adjudication proceeding to claim for the unpaid work done, it is common that the non-paying party (the respondent) would raise a crossclaim, set off or back charges (e.g., rectification/defective works or liquidated ascertained damages (LAD)) against the claimant. However, it is important to note that under CIPAA, a crossclaim can only reduce or “zerorise” the claimant’s claim but it cannot exceed the amount claimed by the claimant. If the adjudicator allows a crossclaim exceeding the claimant’s claim and orders the claimant to pay the respondent, the adjudicator would have exceeded his or her jurisdiction and the adjudication decision may be set aside under Section 15(d) of CIPAA 2012 (see: the Court of Appeal’s decision in Tera Va Sdn Bhd v Ayam Bintang Istimewa Sdn Bhd [2024] 6 MLJ 849). III. Section 30 CIPAA 2012: An Effective Tool for Subcontractors On the other hand, when a subcontractor wins an adjudication proceeding and obtains an adjudication decision in its favour, the battle is not over – the respondent (main contractor) may refuse to comply with the adjudication decision to pay the subcontractor. Apart from enforcing the adjudication decision in the High Court under Section 28 of CIPAA 2012, Section 30 of CIPAA 2012 allows the subcontractor to request payment of the adjudicated sum directly from the principal (e.g. employer), bypassing the main contractor. Section 30 of CIPAA 2012 reads as follows: “30     Direct Payment from principal (1) If a party against whom an adjudication decision was made fails to make payment of the adjudicated amount, the party who obtained the adjudication decision in his favour may make a written request for payment of the adjudicated amount direct from the principal of the party against whom the adjudication decision is made. (2) Upon receipt of the written request under subsection (1), the principal shall serve a notice in writing on the party against whom the adjudication decision was made to show proof of payment and to state that direct payment would be made after the expiry of ten working days of the service of the notice. (3) In the absence of proof of payment requested under subsection (2), the principal shall pay the adjudicated amount to the party who obtained the adjudication decision in his favour. (4) The principal may recover the amount paid under subsection (3) as a debt or set off the same from any money due or payable by the principal to the party against whom the adjudication decision was made. (5) This section shall only be invoked if money is due or payable by the principal to the party against whom the adjudication decision was made at the time of the receipt of the request under subsection (1).” Based on Section 30 of CIPAA 2012 above, the conditions to be met for the direct payment mechanism to work are as follows: (a) 1st condition: The main contractor failed to pay the adjudicated amount to the subcontractor (section 30(1) and (3) of CIPAA); (b) 2nd condition: The subcontractor made a written request for the principal to pay the adjudicated amount directly to the subcontractor (section 30(1) of CIPAA); (c) 3rd condition: There is a sum of money due from the principal to the main contractor at the time of the principal’s receipt of the subcontractor’s written request (section 30(5) of CIPAA); and (d) 4th condition: The principal did not comply with the subcontractor’s written request and did not pay the adjudicated amount directly to the subcontractor. However, if the principal pays the adjudicated amount directly to the subcontractor, it could recover the adjudicated amount from its main contractor as debt or set off (section 30(4) of CIPAA). Among the conditions, Section 30(5) of CIPAA 2012 (the 3rd condition) is the most fundamental pre-condition to be satisfied before the subcontractor could “activate” the direct payment mechanism from the principal (see: the Court of Appeal’s decision in JDI Builtech (M) Sdn Bhd v Danga Jed Development Malaysia Sdn Bhd (previously known as Greenland Danga Bay Sdn Bhd) [2024] 4 MLJ 29). Despite this, Section 30 of CIPAA 2012 provides an effective tool for the subcontractor to seek an alternative route to get the payment directly from a third party for its work done. This could safe the subcontractor’s time in having to enforce the adjudication decision and to carry out execution proceedings against the main contractor. Conclusion CIPAA 2012 has introduced a speedier and more cost-effective dispute resolution mechanism to resolve the payment dispute in the construction industry. By understanding its key provisions, the contractors can better safeguard their rights and protect their entitlement for timely payment. Be that as it may, the effectiveness of CIPAA may ultimately depend on the specific facts and available evidence of each case. Should you require a tailored legal advice on construction-related dispute, please contact our Senior Partner, Leonard Yeoh at [email protected] or our Senior Associate, Erin Lim at [email protected]. Written by: Leonard YEOH, Partner, Head of Dispute Resolution and Industrial Relations [email protected] ERIN LIM, Senior Associate [email protected]

Introduction The Trademarks Act 2019 (“TMA 2019”) came into force in Malaysia on 27 December 2019, repealing the Trade Marks Act 1976. TMA 2019 aligns Malaysia with advanced jurisdictions and supports the country's efforts in fostering the Madrid Protocol, an international system for trademark registration to which Malaysia became a member on 27 December 2019. Among the significant changes introduced in TMA 2019 are the expansion of the types of signs registrable as trademarks, including position marks.[1] Alongside TMA 2019, the Trademarks Regulations 2019 and Guidelines of Trademarks 2019 (VA1-2024). were introduced to supplement the TMA 2019. This article aims to provide an overview of how to file a position mark in Malaysia, the requirements, and the steps involved in the registration process. What is a Position Mark? A position mark is a type of non-traditional trademark that protects the specific way a sign is placed or affixed on a product (e.g., a logo on the heel of a shoe or a stripe on a bottle).[2] A position mark like other trademarks must be distinctive and capable of identifying the goods or services of one undertaking from those of other undertakings.[3] It must also be capable of being reproduced graphically.[4] Key Steps to Filing a Position Mark in Malaysia 1. Preliminary Trademark Search Before filing an application, it is crucial to conduct a preliminary search in the MyIPO (Intellectual Property Corporation of Malaysia) database. This step ensures that the proposed mark does not conflict with existing trademarks. Conducting a search helps identify potential objections or oppositions early in the process, saving time and resources. 2. Application for Registration Any bona fide proprietor of a proposed mark may file an application with the Registrar of Trademarks. The application must be submitted using Form TMA2, accompanied by the prescribed fee.[5] The following particulars are required in the application: a. Particulars of the applicant: This includes the name, address, and other relevant details of the applicant.[6] b. Nature of the proposed mark: A clear indication of the type of mark being registered (in this case, a position mark).[7] c. Graphical representation: The proposed mark must be represented graphically in JPEG or PNG formats. Solid lines should indicate the part of the mark to be registered, while dotted lines should indicate the parts that are not to be registered.[8] d. Description of the Position Mark: A mandatory description of the mark, including its placement and how it is used on the goods or services.[9] e. Classification of goods or services: This classification shall follow the Nice Classification system.[10] The prescribed fee for an application for registration are as follows:[11] a. With pre-approved list of goods and services: RM950 per class. b. Without pre-approved list of goods and services: RM1100 per class. 3. Refusal and Opposition Once the application is submitted, the Registrar will examine the application.[12] The application may be rejected on absolute or relative grounds, such as lack of distinctiveness or likelihood of confusion with existing marks.[13] If the application is accepted, the mark will be published in the Intellectual Property Official Journal.[14] This publication initiates a two-month opposition period, during which third parties may oppose the application if they believe it conflicts with their rights.[15] If no opposition is filed, on the expiry of the opposition period, the application matures to registration.[16] 4. Registration and Protection The filing date becomes the registration date,[17] and the Registrar will issue a sealed notification of the registration to the proprietor.[18] A certificate of registration will be issued upon the request of a proprietor, subject to a fee of RM50.[19]  After the mark is registered, there are a few points to note: a. Exclusive rights: A registered proprietor will enjoy exclusive rights to use the registered mark.[20] b. Term of protection: A registered mark is protected for 10 years from the filing date.[21] c. Renewal: The mark can be renewed using Form TME1, subject to a fee of RM1000 per class.[22] d. Alteration: A registered mark cannot be altered except for changes to the applicant's name or address. Any such changes require an application in Form TMB1, with a fee of RM140 per application.[23] Entitlement to the Madrid System via Malaysia Malaysia's adoption of the Madrid Protocol allows applicants to extend their trademark protection internationally. To file under the Madrid System, applicants must meet the following criteria:[24] Eligibility: an applicant must be: a. a citizen of Malaysia; b. a body or corporation incorporated or constituted under Malaysian Law; c. a person domiciled in Malaysia; or d. a person who has a real and effective industrial or commercial establishment in Malaysia.   Requirements: a. The mark must already be filed for registration in Malaysia. b. The Malaysian and international applications must have the same owner, be identical, and have the same or narrower specification of goods and/or services. c. The application must be made in English. Conclusion The introduction of position marks under the TMA 2019 aligns Malaysia’s IP landscape with international standards. By adopting the Madrid Protocol, Malaysia has created a more robust and accessible framework for trademark protection. For businesses and individuals seeking to protect their trademarks, understanding the process of filing is essential. Each step requires careful attention to detail to afford successful registration and long-term protection. This article is authored by our Partners, Ms Lee Lin Li, Mr Ng Kim Poh and our pupil, Ms Wong Yun Xin. The information in this article is intended only for general information and is not a legal opinion or professional advice.   Written by:    LEE LIN LI Partner, Head of IP & Technology Practice Group [email protected]    NG KIM POH Partner [email protected]    WONG YUN XIN Pupil [email protected]   [1] S2 Trademarks Act 2019. "Sign" includes any letter, word, name, signature, numeral, device, brand, heading, label, ticket, shape of goods or their packaging, colour, sound, scent, hologram, positioning, sequence of motion or any combination thereof. [2] Art 3(3)(d) EUTMIR L_2018104EN.01003701.xml [3] S3(1) Trademarks Act 2019 [4] S3(1) Trademarks Act 2019 [5] S17 Trademarks Act 2019; First Schedule, Trademarks Regulations 2019; Fourth Schedule, Guidelines of Trademarks 2019 [6] Para 7(4), Guidelines of Trademarks 2019 [7] R7(2)(a), Trademarks Regulations 2019; Para 7(4)(c) Guidelines of Trademarks 2019 [8] R7(2)(b), R9(1), Trademarks Regulations 2019; Para 7(4)(d), Parra 7(5)(a) and Seventh Schedule, Guidelines of Trademarks 2019. [9] Para 7(5)(b), Guidelines of Trademarks 2019 [10] S19, Trademarks Act 2019; R11, Trademarks Regulations 2019; Para 7(7), Guidelines of Trademarks 2019 [11] Third Schedule, Trademark Regulations 2019. [12] S29, Trademarks Act 2019 [13] S23 and S24, Trademarks Act 2019. [14] S31, Trademarks Act 2019. [15] S34 and S35, Trademarks Act 2019. [16] S36(1), Trademarks Act 2019 [17] S36(1), Trademarks Act 2019 [18] S36(2), Trademarks Act 2019 [19] S36(3), Trademarks Act 2019 [20] S48(1), Trademarks Act 2019 [21] S39(1), Trademarks Act 2019 [22] S39(2), Trademarks Act 2019 [23] S42, Trademarks Act 2019 [24] https://www.myipo.gov.my/en/madrid-system/

Introduction The recent Court of Appeal decision in Transferwise Ltd v Public Bank Bhd offers valuable insights into Malaysian trademark law, particularly the application of partial revocation of registered trademarks due to non-use under Section 46(1) (read with Section 46(4)) of the Trademarks Act 2019 (“Act”). This case underscores the importance of genuine trademark use and the need for trademark proprietors to align their registrations with actual commercial activities. Background of the Case Public Bank Berhad (“PBB”), one of Malaysia’s largest financial institutions, is the registered proprietor of the mark “ ” (which features a piggy bank device depicting a child wearing a cap emblazoned with the word “wise” and a coin, and the words “AKAUN SIMPANAN”, “SAVINGS ACCOUNT” and “WISE – WISDOM IN SAVING EARLY” beneath it) (“PBB’s Wise Mark”) in respect of the following services in Class 36: “Banking, financial, insurance and investment services; real estate; securities brokerage; stock brokerage; computerised financial services; issuing letters of credit and travellers cheques; financing of loans; safe deposit and surety services; issuing statements of accounts; mortgage and purchase financing; money exchange services; automatic cash dispensing services; electronic funds transfer and automated payment services; credit and cash card services; trustee services, commodities and futures brokerage, management services for loan related transactions and financial planning services; all included in class 36.” Since the registration of PBB’s Wise Mark in 1997, the mark has been used by PBB in relation to the provision of children’s savings accounts. Transferwise Ltd (“Transferwise”) is a UK-based financial technology company specializing in currency exchange and transfer services across multiple jurisdictions, including Malaysia. In Malaysia, these services were initially offered under its “Transferwise” mark through a local third party in 2017, and from 2019 onwards, through its wholly-owned subsidiary, namely Wise Payments Malaysia Sdn Bhd. Following a global rebranding and its name change to “Wise Payments Ltd” in 2021, Transferwise has since provided its services under its “Wise” and “ ” marks (collectively, “the Wise Marks”). With plans to expand its services in Malaysia, Transferwise applied to register its “Transferwise” marks and the Wise Marks in Malaysia. Transferwise also sought partial revocation of PBB’s Wise Mark under Section 46(1)(a) (read with Section 46(4)) of the Act, arguing that PBB had only used PBB’s Wise Mark in relation to children’s savings accounts and not for the full range of services covered under its registration. The High Court dismissed Transferwise’s application, holding that Transferwise was not an “aggrieved person” under Section 46(1) of the Act and that PBB had sufficiently demonstrated use of PBB’s Mark. However, upon appeal, the Court of Appeal overturned the decision, partially revoking PBB’s trademark registration. Key Issues The case revolved around three primary issues which are discussed below. (1) Whether Transferwise was an aggrieved person Section 46(1) of the Act provides that the registration of a trademark may be revoked by the court upon an application by an aggrieved person based on any of the prescribed grounds. The Court of Appeal, applying the established principles from Federal Court’s decisions in cases such as McLaren International Ltd v Lim Yat Meen, LB (Lian Bee) Confectionery Sdn Bhd v QAF Ltd and Mesuma Sports Sdn Bhd v Majlis Sukan Negara Malaysia; Pendaftar Cap Dagangan Malaysia (Interested Party), notwithstanding that these cases were decided under the now repealed Trade Marks Act 1976, held that an aggrieved person: (i) is one who has either used or has a genuine and immediate intention to use a mark in a trade that is identical or similar to that of the registered proprietor; and (ii) must have a legal interest, right or legitimate expectation in his own mark and that his interest or rights are substantially impacted by the presence of the registered mark. Based on these principles, the Court of Appeal found that Transferwise qualified as an aggrieved person under Section 46(1) of the Act as Transferwise had shown: (i) use of the Wise Marks in Malaysia through its subsidiary, with such use accruing to Transferwise; and (ii) a genuine and present intention to continue using the Wise Marks for its expanded services in Malaysia. The Court of Appeal rejected the High Court’s finding that Transferwise was not an aggrieved person merely because it is the Malaysian subsidiary that provides the services in Malaysia and that Transferwise could not have used the Wise Marks as it lacked the required licence from the Central Bank of Malaysia to provide such services. (2) Whether PBB’s trademark registration ought to be partially revoked due to non-use, except for use in relation to children’s savings accounts Under Section 46(1)(a) of the Act, a registered trademark can be revoked if it has not been used in good faith for a continuous period of three years following the date of issuance of the notification of registration, and there are no proper reasons for non-use. The burden of proof initially lies with the party seeking revocation, who must establish a prima facie case of non-use, after which the burden shifts to the registered proprietor to show evidence of use. The Court of Appeal found that Transferwise had presented strong evidence demonstrating that PBB had not used PBB’s Wise Mark for any services other than children’s savings accounts during the relevant period. Additionally, the Court of Appeal determined that PBB failed to provide sufficient evidence to establish use of PBB’s Wise Mark for any other services covered under its registration. (3) Whether banking and financial services can be severed and compartmentalized and revoked in part? Section 46(4) of the Act allows for partial revocation of a trademark registration where the ground(s) of revocation applies only to certain goods or services covered by the trademark registration. The Court of Appeal recognized the court’s authority to remove specific goods or services from a trademark registration under this provision if the trademark is only used for a narrower range of goods or services. Consequently, it found that the High Court had erred in ruling that banking and financial services could not be easily severed or compartmentalized and that all the services registered under PBB’s Wise Mark were inherently relevant. Given the clear evidence that PBB’s Wise Mark had only been used for children’s savings accounts, the Court of Appeal found that PBB’s trademark registration should have been partially revoked and limited to “banking” and “financial” services only given that “children’s savings accounts” fell within these services. However, the Court of Appeal was reluctant to further limit the services to “children’s savings accounts” as such a limitation would be unnecessarily confusing and restrictive, and not in the interest of the public or the trade. The above view finds support in the Singapore High Court’s decision in Weir Warman Ltd v Research & Development Pty Ltd, where the court, in considering Section 22(6) of the Singapore Trade Marks Act (which is in pari materia with Section 46(4) of the Act), similarly declined to narrow the specification of “pump parts” into specific types of pumps for which the defendant’s “Warman” mark was used, although it found that the defendant’s registration should have been partially revoked and limited to “pump parts”. In delivering its judgment, the Singapore High Court in Weir Warman Ltd (supra) tacitly approved the reasoning in Bluestar Exchange (Singapore) Pte Ltd v Teoh Keng Long that narrowing the specification of “knitwear” to the specific categories of clothes for which the respondent’s mark was in fact used was not in the interest of the public or trade as it would result in confusion and invite litigation. The court further elaborated that the task of the court in partial revocation was to limit the specification so that it reflected the circumstances of the particular trade and the way the public would perceive the trademark’s use. It is interesting to note the Singapore High Court’s observation in Weir Warman Ltd (supra) regarding the contrary position of the UK courts on partial revocation under Section 46(5) of the UK Trade Marks Act 1994 (which is also in pari materia with Section 46(4) of the Act). In the UK, the court and the Registrar have the discretion to re-write the specification of goods or services to achieve the required degree of revocation such that the courts may “dig deeper” into certain wider specification and insert words of limitation into the specification. In Mercury Communications Limited v Mercury Interactive (UK) Limited, although the case was decided under the old (repealed) UK Trade Marks Act 1938, the court opined that an overly wide specification such as “computer programs”, could be partially cancelled. Additionally, the court was of the view that it was, in appropriate circumstances, necessary to “dig deeper” into the meaning of the description to assess its scope in relation to the actual use of the mark, particularly where non-use in respect of a significant subset of a wide general description was established. In Minerva Trade Mark, the court found that while the registered mark “Minerva” had been use for printed stationery, there was no use for printed literary matter. As a result, the court took the view that the broad specification of “printed matter” could be narrowed, leading to the revocation of the trademark registration for all other printed materials except for stationery. The extent to which it was appropriate to “dig” into a specification of trademark registrations was critically examined in Decon Laboratories Limited v Fred Baker Scientific Ltd. The court held that the key consideration is what constitutes a fair specification of goods or services, taking into account the actual use of the trademark by the proprietor and the expectation that such use would continue. The court emphasized that there was no pressing need to confer on the proprietor of a wider protection than warranted by actual use. Instead, a balance must be struck between the interests of the proprietor, other traders and the public considering that the trademark registration reflects the extent to which the mark has genuinely been used. In that case, the court restricted the specification of cleaning products for “general purpose” to “all for non-domestic use” given its actual industrial use. Conclusion This Court of Appeal case highlights the importance of partial revocation in ensuring that trademark registrations align with actual and genuine use, preventing businesses from monopolizing broad categories of goods and services without genuine commercial activity. Therefore, trademark proprietors should exercise caution when applying for broad specifications, ensuring that their trademark registrations accurately reflect actual and intended use. Failure to use a registered trademark may leave proprietors vulnerable to revocation challenges, which could result in the limitation or complete loss of their registered trademark rights. It is noteworthy that in determining the issue of partial revocation, Singapore appears to have adopted a more cautious stance with a focus on preventing consumer confusion and unnecessary disputes. In contrast, the UK has taken a more interventionist approach, actively modifying and rewriting specification of goods and services to ensure that protection is limited to actual use, thereby preventing overly broad claim that could restrict market competition. While the Court of Appeal in the present case leaned toward Singapore’s approach, it remains to be seen how the Malaysian courts will continue to address partial revocation given these differing approaches. This article is authored by our Partner, Mr Ng Kim Poh and Senior Associate, Ms Chong Kah Yee. The information in this article is intended only to provide general information and does not constitute any legal opinion or professional advice. Written by: NG KIM POH Partner [email protected] CHONG KAH YEE Senior Associate [email protected]

Introduction Have you ever faced a situation where your company funds seemed to vanish unexpectedly, only to discover that the loss was tied to the actions of a former director who was in charge of the operation of the company and has since resigned? You were left in the dark, with no clarity on what has transpired or how the funds were utilised? A client of the firm has encountered such a situation, and we managed to assist them in successfully obtaining the equitable remedy of account from the Malaysian court. Brief background Our client is an Australian company who has decided to set up a company in Malaysia with the aim of expanding its business into the Malaysian market. Our client incorporated a local entity and appointed a local director who would be fully in charge of the operation of the entity. Fast forward 3 years, the local director resigned. After taking over the management of the Malaysian entity, our client discovered that all the company funds had disappeared. These funds were purportedly used for the company operations, yet no supporting documents were available to substantiate the usage of the alleged operational costs and expenses. Faced with confusion and unanswered questions, our client initiated a civil action for an order to compel the former director to account for the funds received by the Malaysian entity and purportedly used for the company operations. Remedy of account The remedy of account is an equitable remedy. The remedy is typically useful in situations where the facts are in the peculiar knowledge of the person who is being complained about. For instance, in our case, the former director of our client was the only one in charge of managing the company bank account. There were no supporting documents, or any proper records kept to trace back the usage of the funds in the company bank account by the former director. Our client had no information or details on the actual usage of the funds as they were exclusively within the knowledge of the former director. In seeking the remedy of account, the complainant must prove: 1. The complainee is an accounting party; and 2. The complainant is entitled to some sum of monies from the complainee. An accounting party To seek a remedy of account, the parties must be in a fiduciary relationship. While the categories of fiduciary relationships are never closed, the accepted traditional category of fiduciary relationship includes employee-employer and director-company. In other words, both employees and directors are considered accounting parties. Entitlement to the sum found due A point to be noted is that the remedy is not for the purpose of discovery. Hence, the complainant must prove to the court that the complainant is entitled to some sum of monies from the complainee. For instance, in our case, our client had to prove that there was mismanagement or misconduct by the former director. Due to the mismanagement and misconduct, the former director was to repay the misused funds in the local entity to our client. The order Ordinarily, a direction that an account to be taken may be included in the judgment given at the trial of the action. Such judgment may include directions as to the mode of taking the account and the future conduct of the action. Thereafter, the court, upon determining the exact amount owed by the complainee (i.e., accounting party), an order for payment will be given. Conclusion The equitable remedy of account serves as a critical tool for addressing situations where financial mismanagement leaves a company without clarity on the usage of its funds. In this case, it enabled our client to uncover the details surrounding the missing funds and hold the former director accountable for the misused funds. This article is authored by our Partner, Mr Cheah Soo Chuan and Senior Associate, Mr Khor Wei Wen. The information in this article is intended only to provide general information and does not constitute any legal opinion or professional advice. Written by:  CHEAH SOO CHUAN Partner [email protected] KHOR WEI WEN Senior Associate [email protected]

Introduction Special Economic Zones (“SEZs”) are designated areas within a country that offer a more favourable regulatory framework to encourage both local and international investment. Over the decades, SEZs have played a crucial role in driving economic growth, attracting foreign direct investment, and fostering industrial development. These zones typically provide investment-friendly incentives, such as tax breaks, streamlined regulations, and enhanced infrastructure. A prime example of a successful SEZ is Shenzhen in China, the country’s first SEZ, which has been instrumental in driving China's economic reforms and continues to be a key player in its growth. Other examples of special economic zones in Asia include the Incheon Free Economic Zone in South Korea, Kendal SEZ in the Centra Java province of Indonesia, the BBK free trade zone comprising of Indonesian islands of Batam, Bintan, and Karimun, the Eastern Special Development Zone of Thailand and the Golden Triangle Special Economic Zone along the border region of Thailand, Laos and Myanmar. In a similar vein, on 7 January 2025 at the 11th Malaysia-Singapore Leaders’ Retreat, the Governments of Malaysia and Singapore formally established the Johor-Singapore Special Economic Zone (“JS-SEZ”) through an exchange of the signed agreement. This collaborative effort is designed to facilitate the cross-border movement of people and goods, while strengthening the regional business ecosystem. By joining forces, both nations aim to attract global investments more effectively and enhance their competitive edge. As Malaysian Prime Minister Anwar Ibrahim aptly stated, this initiative is unique in that it leverages the strengths of both countries, deepening their economic ties in an increasingly polarised world. The JS-SEZ is situated in the state of Johor, spanning an area of approximately 3,588 square kilometres. It will comprise 9 flagship zones: Johor Bahru Waterfront, Iskandar Puteri, Tanjung Pelepas, Tanjung Langsat - Kong-Kong, Senai - Skudai, Kulai - Sedenak, Desaru - Penawar, Forest City, and Pengerang. These strategically located zones will play a crucial role in fostering economic development and positioning the region as a key hub for investment and industrial growth. To realise the objectives and ambitions of the JS-SEZ, both Malaysia and Singapore have agreed to cooperate in the following key areas and initiatives: - (a) Economic sectors: • Promoting investments: Facilitating and encouraging investments from Singapore and international companies in 11 strategic economic sectors within the JS-SEZ. These sectors include manufacturing, logistics, food security, tourism, energy, digital economy, green economy, financial services, business services, education and healthcare. • Project expansion: Supporting the expansion of 50 projects within the first 5 years and a cumulative goal of 100 projects by the end of the 10-year mark, which is expected to generate 20,000 skilled job opportunities. • Renewable energy projects: Facilitating the development of renewable energy projects to accelerate renewable energy trading between both nations. (b) Movement of people and goods: • Talent mobility: Enhancing Malaysia’s existing visa schemes, such as the DE Rantau Nomad Pass which allows qualified foreign digital nomads to travel and work in Malaysia. • Immigration facilities: Expanding immigration clearance capacity by implementing automated immigration lanes and paperless clearance for goods. • Connection between the two nations: Promoting the use of the Second Link Bridge (connecting Johor and Singapore) by commercial vehicles and additionally, to launch the Rapid Transit System (RTS) Link which is anticipated to commence by the end of 2026. The RTS Link is expected to facilitate the movement of 10,000 people between the two countries on a daily basis. (c) Talent development: • Skills enhancement: Attracting and developing talents aligned with industry needs within the JS-SEZ. This includes bolstering industry-ready skills training and education programmes in partnership with the Johor Talent Development Council (JTDC). (d) Ease of doing business • One-stop investment centre: Establishing the Investment Malaysia Facilitation Centre-Johor (IMFC-J) to serve as a central hub for facilitating investments and business operations within the JS-SEZ. Before inking the JS-SEZ Agreement, the governments of both countries had proactively collaborated on several early initiatives. For example, Singapore implemented passport-free QR code clearance at its land checkpoints starting in March 2024, while Malaysia established the IMFC-J one-stop shop to streamline and accelerate the process for companies looking to establish or expand within the JS-SEZ. Additionally, both nations entered into partnerships to enhance cooperation in technical and vocational education and training (TVET) programs to meet industry needs. They also streamlined customs procedures for land intermodal transshipments, enabling traders to apply for a single transshipment permit with Singapore Customs for land intermodal transshipments starting 1 January 2025. Following the JS-SEZ Agreement, the Malaysian Government announced that, effective 1 January 2025, investors within the JS-SEZ would be eligible for a range of incentives, including: 1. Special Corporate Tax Rate: New companies undertaking new investment in qualifying manufacturing and services activities, namely, AI and Quantum Computing Supply Chain, Medical Devices, Pharmaceutical, Aerospace Manufacturing and Global Services Hub, are entitled to enjoy a special tax rate of 5% for up to 15 years. Existing companies undertaking new investment in the qualifying manufacturing and services activities on the other hand are entitled to enjoy a special investment tax allowance of 100% on the qualifying capital investment (excluding land) incurred within 5 years which can be set-off against 100% statutory income. 2. Special tax rate for knowledge workers: A special flat tax rate of 15% on chargeable employment income for a period of 10 years is available for eligible knowledge workers working in JS-SEZ. 3. Stamp Duty Exemption: 40% stamp duty exemption on the instrument of transfer or financing agreement for the purchase of a commercial property in Johor Bahru Waterfront and Iskandar Puteri that remains unsold as at 31 December 2024. 4. Capital Allowance: One off accelerated capital allowance for qualifying companies in respect of renovation costs incurred on a building or part of a commercial building within the JS-SEZ flagship areas for the purpose of qualifying company's business. In conclusion, the JS-SEZ stands as a testament to the power of cross-border collaboration and visionary economic planning. By leveraging the strengths of both Malaysia and Singapore, the JS-SEZ is poised to drive regional growth, foster innovation, and create new opportunities for businesses and skilled talent. With its strategic focus on high-growth industries, talent development, and streamlined trade and investment processes, the JS-SEZ will not only enhance the competitiveness of both nations but also serve as a model for future economic zones across the region. The foresight embedded in this initiative promises to accelerate the flow of investments, strengthen economic ties, and ensure sustainable, inclusive growth for years to come, making the JS-SEZ a pivotal cornerstone in the region’s economic future. This article is authored by our Partner, Ms Hoong Wei En and Associate, Ms Ooi Hui Tian. The information in this article is intended only to provide general information and does not constitute any legal opinion or professional advice. Written by: HOONG WEI EN    Partner [email protected] OOI HUI TIAN Associate [email protected]

Introduction In today’s business landscape, it is no longer possible to ignore the role Environmental, Social, and Governance (“ESG”) principles play in businesses. To stay relevant and ensure compliance with applicable laws, business leaders and decision-makers must understand the laws and regulations pertaining to ESG practices. ESG is particularly pertinent for public listed companies as they are subject to scrutiny from regulators, shareholders and the public. Fragmented ESG regulations and the lack of centralised ESG regulations have made it challenging for businesses to effectively integrate ESG into their operations. This article explores the legal framework pertaining to ESG for public listed companies in Malaysia and for companies in Malaysia in general. ESG Legal Framework for Public Listed Companies  Listing Requirements Bursa Malaysia Securities Berhad (“Bursa Malaysia”), which is the stock exchange of Malaysia, has made it mandatory for public companies listed on the Main Market and ACE Market to include a narrative statement of their management of material economic, environmental and social risks and opportunities (“Sustainability Statement”)[1]. Public companies listed on the Main Market and ACE Market must ensure that the Sustainability Statement contains information that is balanced, comparable and meaningful by referring to the Sustainability Reporting Guide issued by Bursa Malaysia. In identifying the material economic, environmental and social risks and opportunities, public companies listed on the Main Market and ACE Market should consider the themes set out in the Sustainability Reporting Guide.[2] The Main Market Listing Requirements (“MMLR”) prescribe the contents of the Sustainability Statement for public companies listed on the Main Market, which include the following: the governance structure in place to manage the economic, environmental and social risks and opportunities (“sustainability matters”); material sustainability matters; (1) how material sustainability matters are identified; (2) why they are important to the listed companies; and (3) how they are managed including details on indicators relevant to these sustainability matters which demonstrate how the listed companies have performed in managing these sustainability matters, together with the data for the last 3 financial years, and performance target(s) in relation to the indicators (if such targets are set).[3] Similar requirements on the contents of the Sustainability Statement as set out above will apply to public companies listed on the ACE Market for financial year ending on or after 31 December 2024. Sustainability Reporting Guide The Sustainability Reporting Guide is published by Bursa Malaysia to assist public listed companies to comply with Bursa Malaysia’s Listing Requirements when producing a Sustainability Statement in their annual reports. The Sustainability Reporting Guide also provides case studies from public companies listed on Bursa Malaysia. The Sustainability Reporting Guide provides disclosure guidance to public listed companies in Malaysia in the following areas: putting in place sustainability governance structure; setting the scope of the Sustainability Statement and basis of the scope; undertaking a robust materiality assessment process for the systematic identification as well as prioritisation of sustainability matters that are most material to the companies and their stakeholders; how companies are managing each of the material sustainability matters that they have prioritised via their materiality assessment process; measurement methodologies for indicators that are linked to certain material sustainability matters; setting and communicating performance targets that gives stakeholders a view of the company’s ambition, strategic direction and progress with regards to the management of their material sustainability matters; provision of a performance data table that facilitates stakeholder assessment of how companies have performed in managing various material sustainability matters; subjecting Sustainability Statements to an assurance process; and disclosures aligned with the Task Force on Climate-Related Financial Disclosures (TCFD) Recommendations. Malaysian Code on Corporate Governance  The Malaysian Code on Corporate Governance (“MCCG”) is a set of principles and recommendations issued by the Securities Commission Malaysia, aiming to promote good corporate governance practices in companies. The MCCG is based on the following three key principles of good corporate governance: board leadership and effectiveness; effective audit and risk management; and integrity in corporate reporting and meaningful relationship with stakeholders. Such principles go beyond the minimum requirements prescribed by statutes, regulations or Bursa Malaysia. A public listed company listed on Main Market or ACE Market of Bursa Malaysia must ensure its board of directors provides an overview of the application of the principles set out in the MCCG, in its annual reports.[4] It must provide meaningful explanation on how it has applied each practice set out in the MCCG (“Practice”). If the listed company has departed from a Practice, it must provide an explanation for the departure and disclose the alternative practice it has adopted and how such alternative practice achieves the intended outcome as set out in the MCCG.[5] Legislations relevant to ESG for Companies in Malaysia Depending on the business nature of the companies, the following are the legislations which are applicable when considering adoption and enhancement of ESG for companies in Malaysia: Environmental Environmental Quality Act 1974 (“EQA”) The EQA, together with its subsidiary legislations, regulate the discharge of pollutants into air, water and land, as well as the emission of noise. The EQA also provides a licensing framework and related offences and penalties to prevent, reduce and control pollution and enhance environmental protection. Companies engaging in activities with significant environmental impacts, classified as prescribed activities under the EQA, must appoint a qualified person to conduct an environmental impact assessment.[6] Social 2. Employment Act 1995 (“EA”) The EA sets the minimum standard of terms and conditions of employment for employees who fall under the ambit of the EA. The regulation of minimum standard of terms and conditions of employment under the EA varies depending on the specific categories of employees. For instance, employees earning wages of RM4,000 or less per month are entitled to overtime wages, allowance during shift work, payment at the rates prescribed under the EA for work done on any paid holiday, and benefits relating to termination, lay-offs and retirement. 3. Laws relating to statutory contributions In Malaysia, employers are required to make statutory contributions to various employee benefit schemes to ensure social security and workforce development. The Employees Provident Fund Act 1991 mandates contributions to the Employees’ Provident Fund (EPF) for retirement savings, while the Employees’ Social Security Act 1969 requires contributions to SOCSO for workplace injury, occupational disease, and invalidity coverage. The Employment Insurance System Act 2017 ensures financial assistance and job placement support through contributions to the Employment Insurance System (EIS). Additionally, the Pembangunan Sumber Manusia Berhad Act 2001 obligates employers in certain industries to contribute to the Human Resources Development Fund (HRDF), aimed at promoting training and skills development for employees. Non-compliance with these laws can result in penalties or legal actions. 4. Occupational Safety and Health Act 1994 (“OSHA”) The OSHA provides for securing the safety, health and welfare of individuals at work while also protecting others against safety or health risks in connection with the activities at work. The amendments to the OSHA which come into force on 1 June 2024 have introduced the following key changes: expansion of the scope and applicability of OSHA to all places of work throughout Malaysia, including the public service and statutory authorities but excluding domestic employment, armed forces and work on board ships;[7] expansion of the principal’s duty to ensure the safety and health of any contractor engaged by the principal, any subcontractor or indirect subcontractor when at work, and any employee employed by such contractor or subcontractor when at work;[8] and appointment of an employee as an occupational safety and health coordinator by an employer with five or more employees.[9] 5. National Wages Consultative Council Act 2011 The National Wages Consultative Council was established in Malaysia under this Act to recommend minimum wages orders to the government according to sectors, types of employment and regional areas. The Minimum Wages Order 2022 (“Order 2022”), made under this Act, sets the minimum wage employers must pay their employees. The Order 2022 is implemented with the aim of providing basic standard of living for employees by means of a minimum earnings threshold. The 2025 Malaysian Budget introduced a new Minimum Wages Order 2024 (“Order 2024”), which provides for a revised minimum wage rate of RM1,700, an increase from the existing rate of RM1,500. This revised minimum wages will come into effect on 1 February 2025 for employers who have five employees or more and employers categorised as conducting professional activities under the Malaysia Standard Classification of Occupation 2020 regardless of the number of employees. Employers with fewer than five employees have until 1 August 2025 to comply with the revised minimum wages of RM1,700 in Order 2024. The Order 2024 does not apply to domestic servants. 6.Anti-Trafficking in Persons and Anti-Smuggling of Migrants Act 2007 The Act aims to prevent and combat human trafficking and smuggling of migrants, specifying related offences and penalties. 7. Employees' Minimum Standards of Housing, Accommodations and Amenities Act 1990  Where an employer provides housing, accommodation and amenities to employees, this Act, together with its subsidiary legislations, prescribe the minimum standards which must be complied with. It requires an employer to obtain a certificate for accommodation from the Department of Labour which certifies that the accommodation meets the prescribed minimum standards.[10] An employer shall inform the Director General of Labour within 30 days from the date an accommodation is occupied by the employees of such occupation.[11] Governance 8. Companies Act 2016 (“CA”) The CA provides for the registration, administration and dissolution of companies. The CA codifies directors’ duties. Under section 213(1) of the CA, a director of a company shall at all times exercise his powers in accordance with the CA, for a proper purpose and in good faith in the best interest of the company. Since ESG practices are gaining more attention globally, a director could be deemed as not acting in the best interest of the company if it fails to make decisions for ESG practices to be exercised in the company. 9. Malaysian Anti-Corruption Commission Act 2009 (“MACCA”) The MACCA aims to prevent corruption in Malaysia and establishes related offences and penalties. Companies should be aware of introduction of corporate liability under section 17A of the MACCA. If a person associated with companies corruptly gives, agrees to give, promises or offers any gratification to any person to obtain or retain business or business advantage, the company commits an offence. Conclusion For companies to remain compliant and competitive, there must be a clear understanding of ESG-related laws and regulations. The evolving and fragmented nature of ESG-related laws and regulations pose significant challenges to companies in integrating ESG into their operations. Companies should assess their operations and identify compliance gaps. The assessment would assist companies to come up with a compliance framework, checklists and procedures to ensure their day to day operations take into account ESG concepts. Authors: Wong Mei Ying & Ariadne Ng Footnotes [1] Paragraph 29, Part A of Appendix 9C of Main Market Listing Requirements and Paragraph 30, Part A of Appendix 9C of ACE Market Listing Requirements [2] Paragraph 6.1, Practice Note 9 of Main Market Listing Requirements and Paragraph 6.0, Guidance Note 11 of ACE Market Listing Requirements [3] Paragraph 6.2, Practice Note 9 of Main Market Listing Requirements [4] Paragraph 15.25 of the Main Market Listing Requirements and Rule 15.25 of the Ace Market Listing Requirements [5] Paragraph 3.2A, Practice Note 9 of the Main Market Listing Requirements and Paragraph 3.2A, Guidance Note 11 of the ACE Market Listing Requirements [6] Section 34A, Environmental Quality Act 1974 [7] Section 1 and First Schedule of the Occupational Safety and Health Act 1994 [8] Section 18A of the Occupational Safety and Health Act 1994 [9] Section 29A(1) of the Occupational Safety and Health Act 1994 [10] Section 24D of the Employees' Minimum Standards of Housing, Accommodations and Amenities Act 1990 [11] Section 24E(1) of the Employees' Minimum Standards of Housing, Accommodations and Amenities Act 1990

Introduction The Personal Data Protection (Amendment) Act 2024 (“Amendment Act”), which represents the first legislative update to the Personal Data Protection Act 2010 (“PDPA”) since it became effective on 15 November 2013, will be implemented in three phases during the first half of 2025, beginning on 1 January 2025, followed by 1 April 2025 and 1 June 2025. The Amendment Act received Royal Assent on 9 October 2024 and was published in the Federal Gazette on 17 October 2024, following its passage by the House of Representatives and the Senate of Malaysian Parliament on 16 and 31 July 2024, respectively. First phase: 1 January 2025 The first phase of the amendments, which is poised to take effect on 1 January 2025, is generally administrative in nature. These amendments are amongst others as follows: that the procedure for opening, operating and maintaining any bank accounts for the personal data protection fund established under the PDPA, is to be carried out in the manner authorized by the Personal Data Protection Commissioner (“Commissioner”) (rather than by the Minister of Digital); that a service of a notice or any other document upon any person may also be effected by electronic means (in addition to the existing methods of hand delivery, leaving it at the last-known address or sending it by A.R. registered post); that any order, directions, circular, notice or code of practice issued by the Commissioner before the commencement of the Amendment Act will remain valid; and that any investigation, trial, proceedings or action that is ongoing before 1 January 2025 will continue under the original provisions of the PDPA and will not be affected by the amendments under the Amendment Act. Second phase: 1 April 2025 The second batch comprises the following key amendments, set to come into force on 1 April 2025: global change of the term “data user(s)” to the term “data controller(s)”; expansion of the definition of “sensitive personal data” to include “biometric data”, which means any personal data resulting from technical processing relating to the physical, physiological or behavioural characteristics of a person; a new definition for “personal data breach” which means any breach of personal data, loss of personal data, misuse of personal data or unauthorized access of personal data; exclusion of personal data of a deceased individual from the scope of the PDPA; expansion of the definition of “requestor” to include an individual who makes a data portability request; empowering the Commissioner to designate not only a body but also a data controller as a data controller forum in respect of a specific class of data controllers; a direct obligation on data processor to comply with the Security Principle when processing personal data on behalf of a data controller, including imposition of penalties on the data processor for breaching the Security Principle, with a fine of up to RM1 million and/or imprisonment for up to 3 years; an increased penalty rate for the offence committed by a data controller for breaching the Personal Data Protection Principles, to a fine of up to RM1 million (previously RM300,000) and/or a term of imprisonment of up to 3 years (previously 2 years); and allowing the transfer of personal data to a place outside Malaysia if there is in that place in force any law which is substantially similar to the PDPA, or that place ensures an adequate level of protection in relation to the processing of personal data which is at least equivalent to the level of protection afforded by the PDPA. There is no longer a white-list regime for cross-border data transfer. Third phase: 1 June 2025 The third phase of amendments will become effective on 1 June 2025 and includes the following: a new obligation on both data controller and data processor to appoint one or more data protection officers (“DPO”), with the data controller required to notify the Commissioner of the appointment; a new obligation on data controller to notify the Commissioner of a personal data breach as soon as practicable, and if the breach causes or likely to cause any significant harm to the data subject, to notify the data subject, failing which may result in a fine of up to RM250,000 and/or imprisonment for up to 2 years; and a new right of data portability for data subject who may request that his personal data be transmitted to another data controller of his choice, subject to technical feasibility and compatibility of the data format. New regulations and guidelines The Commissioner is formulating new regulations and guidelines to complement the amendments to the PDPA, which are expected to be issued in tandem with the implementation of the Amendment Act. The Commissioner has previously released public consultation papers to gather feedback on these supplementary regulations and guidelines: Personal Data Protection (Personal Data Breach Notification) Regulations and Data Breach Notification Guideline (see Public Consultation Paper No. 01/2024), which seek to address:   notification thresholds for data breach notification (“DBN”) to the Commissioner (with proposals to clarify that the DBN requirement applies only in cases where the breach is likely to cause or have caused significant harm and/or where the breach is likely to be or is of a significant scale, taking into account certain factors); notification thresholds for DBN to affected data subjects (with proposals to clarify what constitutes “significant harm”); and form of DBN to the Commissioner (with proposals to adopt the current template for voluntary notification, with appropriate modifications to simplify the content and presentation style and standardize the required response); manner and form of DBN to affected data subjects (with proposals mandating the minimum information to be provided in the notification); timeframe for DBN to the Commissioner (with proposals requiring notification within 72 hours of becoming aware of the breach); timeframe for DBN to affected data subjects (with proposals to clarify that “without unnecessary delay” means at the same time as the notification to the Commissioner or as soon as practicable thereafter); exemptions from providing DBN to affected data subjects (with proposals to exclude the DBN requirement in cases where a data controller has implemented appropriate technological and organizational protection measures that renders it unlikely that the breach will result in significant harm to affected data subjects, or where the personal data compromised or affected by the breach is protected by security measures that make the information unintelligible or meaningless to unauthorized individuals); data processor’s obligation to comply with the DBN requirement (with proposals to contractually obligate the data processor to promptly notify the data controller of any personal data breach and provide all reasonable and necessary assistance); concurrent application of the DBN regime under the PDPA with other laws or sector-specific breach notification regimes (with proposals for the PDPA’s DBN regime to operate separately and concurrently with other relevant DBN requirements imposed under other laws, without overriding such requirements or laws); and management of personal data breaches and record-keeping obligation (with proposals to provide guidance on best practices for a data controller to effectively respond to the breaches, investigate and contain them, and implement measures to prevent the recurrence of similar breaches in the future). b. Personal Data Protection (Data Protection Officer) Regulations and Data Protection Officer Guideline (see Public Consultation Paper No. 02/2024), which seek to address: threshold requirement for mandatory appointment of DPO (with proposals for this requirement to apply only to a data controller or data processor who carries out data processing activities of a large scale, taking into account certain factors); consistency with other legal requirements for roles similar to a DPO (with proposals allowing the DPO to undertake additional job functions beyond data-specific roles); sector-specific risks for DPO when carrying out his functions (with proposals outlining the minimum responsibilities of the DPO); reporting line for DPO (with proposals requiring that the DPO has a direct reporting line or access to senior management team of the data controller or data processor, or to the personnel in an equivalent position); regional appointment of DPO and local residency requirement (with proposals allowing a single DPO to serve multiple entities within the same group of companies for a data controller or data processor, and requiring the DPO to be ordinarily resident in Malaysia); minimum expertise and qualifications of DPO and certification requirements (with proposals for the appointed DPO to meet a prescribed minimum set of expertise and qualifications, and to complete the required training or certification programmes); and factors the Commissioner may consider in exercising discretion to mandate appointment of DPO (with proposals for the Commissioner to be empowered to direct certain classes or specific data controller or data processor to appoint a DPO on a case-by-case basis, taking into account certain factors). c. Personal Data Protection (Right to Data Portability) Regulations and Data Portability Guidelines (see Public Consultation Paper No. 03/2024), which seek to address: readiness for the right to data portability (with proposals for this requirement to apply when there is technical feasibility between the data controller and receiving data controller); types of personal data subject to the right to data portability (with proposals to limit the types of personal data to those directly provided by the data subject, processed based on consent (or explicit consent) or based on a contract to which the data subject is a party, processed by automated means, and excluding inferred or derived data); timeline for complying with a data portability request (with proposals to comply with the request within 21 days, with a possible extension of 14 days, similar to the timelines for data access and correction requests); historical data (with proposals that no time limit be imposed on data portability requests for personal data previously collected and retained by a data controller); fees (with proposals allowing a data controller to charge a capped fee, similar to that for data access requests); and transmission of personal data arising from a data portability request (with proposals allowing a data controller to determine the best method for transmitting the requested data, provided that it complies with any common standards or formats specified by the Commissioner or relevant data controller forum, or that there are appropriate security measures to ensure the data is securely transmitted to the correct destination or receiving data controller). d. Updated Personal Data Protection Standards (“Standards”) (see Public Consultation Paper No. 04/2024), which seek to: replace the prescriptive “black and white” rules in the Standards with “outcome-based” requirements; replace the specific security standards for electronically and non-electronically processed personal data, respectively, with general security standards which are applicable to both; expand the retention standards to cover the retention period, documentation and records for the retention and disposal of personal data, methods for destruction or deletion of personal data and third-party retention of personal data; expand the data integrity standards to include measures for data validation and verification, data quality monitoring, data consistency and data lifecycle management; and recognize industry certifications as a means for a data controller or data processor to demonstrate compliance with the Standards (for instance, ISO 27001 certification for information security management system, ISO 27017 certification on information security controls for the provision and use of cloud services, and ISO 27701 certification for privacy information management system). e. Cross-Border Personal Data Transfer Guidelines (see Public Consultation Paper No. 05/2024), which seek to address the following, including the prescribed conditions for transferring personal data to a place outside Malaysia (“that place”): new conditions that there is in that place in force any law which is substantially similar to the PDPA, or that place ensures an adequate level of protection in relation to the processing of personal data which is at least equivalent to the level of protection afforded by the PDPA (with proposals requiring a data controller to conduct a transfer impact assessment to determine whether that place has such a law or protection level); consent as the basis for the transfer (with proposals requiring a data controller to notify data subjects in writing about the cross-border data transfer and to obtain their consent); necessity for performance of contract or protection of vital interests of data subjects as the basis for the transfer (with proposals requiring a data controller to consider certain factors to determine whether the transfer is necessary for these purposes); use of binding corporate rules (with proposals to recognize this as proof that the data controller has taken all reasonable precautions and exercised all due diligence to justify the transfer); use of standard contractual clauses (with proposals to recognize this as proof that the data controller has taken all reasonable precautions and exercised all due diligence to justify the transfer); use of certification mechanism (with proposals to recognize this as proof that the data controller has taken all reasonable precautions and exercised all due diligence to justify the transfer); and record-keeping obligation (with proposals requiring a data controller to keep and maintain relevant records that sufficiently demonstrate that the transfer complies with the applicable condition(s) under the PDPA). Next steps The Amendment Act marks a pivotal step forward in strengthening Malaysia’s data protection framework, aligning it more closely with global practices and international standards. These amendments ensure that personal data protection remains a central priority in an increasingly digital world. With the Amendment Act coming into force, it is essential for organizations to proactively familiarize themselves with the new obligations and take necessary steps to adequately prepare for the upcoming amendments. These include: reviewing and updating internal data protection policies, practices and procedures to align them with the new requirements; developing a data breach crisis plan that establishes clear protocols for addressing personal data protection breaches; and revisiting contracts with third-party data processors to ensure they include appropriate indemnities and warranties to safeguard the organization in the event of a data breach. This approach will not only ensure compliance with the amended PDPA, but also foster a robust culture of privacy and accountability within the organization. By embracing these changes, businesses can better safeguard individuals’ personal data, mitigate potential risks and enhance their reputation as responsible stewards of privacy in a rapidly evolving digital landscape. Authors:  by our Partner, Ms Lee Lin Li and Senior Associate, Ms Chong Kah Yee.

Introduction In November 2019, when Ang Ming Lee & Ors v Menteri Kesejahteraan Bandar, Perumahan dan Kerajaan Tempatan & Anor and other appeals [2020] 1 MLJ 281 (“Ang Ming Lee”) was first delivered by the apex court, the decision caused ripples in the housing industry. The decision of the Federal Court effectively nullified and rendered void earlier decisions of the Controller of Housing in granting an extension of time to housing developers pursuant to Regulation 11(3) of the Housing Development (Control and Licensing) Regulations 1989 (“HDR”). The Federal Court in Ang Ming Lee, having ruled that Regulation 11(3) of the HDR was ultra vires, did not address or discuss the issue of whether such a ruling would be applied prospectively. In the absence of a ruling that the decision in Ang Ming Lee would apply prospectively, the default position is that Ang Ming Lee would apply retrospectively. The decision of Ang Ming Lee led to a surge of claims filed by purchasers against developers for late delivery of vacant possession for sale of property as far back as 2012. The decision of Ang Ming Lee also triggered a series of conflicting decisions in the lower courts. As each case presents a different set of facts to be determined by the courts, some courts sought to distinguish Ang Ming Lee, while others adhered strictly to the principles in Ang Ming Lee. Despite compliance with the laws at that time, developers were faced with multiple claims for liquidated damages for late delivery of vacant possession. The retrospective application of Ang Ming Lee left developers feeling unjustified and without recourse to defend themselves against lawsuits from purchasers as they were held liable for late delivery of vacant possessions. Approximately five years later, on 26 July 2024, the Federal Court addressed the ramifications of Ang Ming Lee in the case of Obata-Ambak Holdings Sdn Bhd v Prema Bonanza Sdn Bhd and other appeals [2024] 5 MLJ 897 (“Obata-Ambak”). The apex court’s decision in Obata-Ambak finally put to rest the legal turmoil for the past five years. In Obata-Ambak, the Federal Court considered the four main issues: Whether the cause of action for the late delivery liquidated damages shall accrue to the purchaser only upon expiry of three-year period as provided in a Schedule H agreement? Whether the Second Actor Theory would be applicable to the approval of the extension of time by the Controller of Housing? Whether Ang Ming Lee would apply prospectively? Whether the purchasers are not entitled to the claim for liquidated ascertained damages due to inequitable conduct? Limitation Period The Federal Court held that the purchasers were effectively challenging the validity of the clauses in the sale and purchase agreements as they have agreed to the terms when they signed the sale and purchase agreements in 2012.The developer in that instance, has obtained an approval to extend the time period for delivery of vacant possession before the sale and purchase agreements were executed. The purchasers were fully aware of the extended time period for delivery of vacant possession. Upon analysing the law on limitation, the Federal Court found that time begins to run at the earliest point i.e. at the signing of the sale and purchase agreements. The claim for liquidated ascertained damages that was filed outside of six years is thus time barred and the claim for liquidated ascertained damages must necessarily fail. The Second Actor Theory The apex court held that the Second Actor Theory is applicable to curb the negative repercussions that were caused by the decision in Ang Ming Lee. The Second Actor Theory states that a legally defective act does not necessarily result in the act having no legal effect at all. The Second Actor Theory would apply where an innocent party had relied on an earlier decision made by a public authority that was subsequently declared ultra vires. Applying it to the current scenario, the first act was the approval of the extension of time by the Controller of Housing while the second act was the developer’s reliance on the approval. As there would be substantial injustice if the developer’s reliance is found to be void, the Federal Court held that the Second Actor Theory applies. Prospectivity of Ang Ming Lee The Federal Court having ruled in Ang Ming Lee that Regulation 11(3) of the HDR was ultra vires, did not clarify whether the decision would apply prospectively or whether all extensions granted before Ang Ming Lee were invalid. In Obata-Ambak, the Federal Court clarified that if Ang Ming Lee was to have retrospective effect, this would have serious ramifications to the housing developers who had placed reliance on the existing laws and complied with the laws which were at that time valid. Therefore, the Federal Court held that the decision of Ang Ming Lee should apply prospectively and would not apply to extensions granted by the Controller of Housing before Ang Ming Lee. Unjust Enrichment On the factual matrix of the appeals, the Federal Court found that when the purchasers signed the sale and purchase agreements, they were fully aware of the terms of the sale and purchase agreements and the extended period to deliver vacant possession. The purchasers did not object to the extension and had benefited as vacant possession has been delivered. It was only after Ang Ming Lee that the claims were filed years after vacant possession was delivered. The Federal Court held that the purchasers are thus not entitled to the claim for liquidated ascertained damages due to inequitable conduct of unconscionability, unjust enrichment and estoppel. The Federal Court emphasised that Ang Ming Lee is not a carte blanche for purchasers to claim liquidated ascertained damages retrospectively to enjoy a financial windfall. The Aftermath of Obata-Ambak In a recent decision of the High Court in Mazmimala bt Mashur & Ors v Symphony Hills Sdn Bhd [2024] MLJU 2709, the High Court of Shah Alam on 21 October 2024 dismissed a claim for liquidated ascertained damages by purchasers pursuant to an Order 14A application. In this action, 48 purchasers claimed against Symphony Hills Sdn Bhd for liquidated ascertained damages pursuant to Ang Ming Lee. The sale and purchase agreement between the purchasers and the developer stipulated that vacant possession would be delivered within 36 months. Prior to the execution of the sale and purchase agreements, the developer obtained an extension of time to extend the time period for delivery of vacant possession by 12 months. The properties involved in this case were landed properties, governed by Schedule G, which stipulates a time period for delivery of vacant possession of 24 months. The High Court categorised the legal issues into 4 categories: Validity of extension of time; Justification for extension of time; Estoppel; and Mode of challenge. The High Court followed the principles established by the Federal Court in Obata-Ambak and found that the extension of time, which was granted before Ang Ming Lee, is not ultra vires of the Housing Development (Control and Licensing) Act 1966. The High Court further held that in the absence of any order of court in direct proceedings against the relevant parties on the invalidity of the approval granted by the Controller of Housing, the approval granted by the Controller of Housing is valid and was made in accordance with the law and procedures at that material time. The High Court did not answer the remaining 2 categories as these would have no effect on the determination of the earlier categories. The Plaintiffs’ claim was subsequently dismissed with cost of RM42,000 awarded to the Defendant. Our senior partner and head of litigation, Mr Leonard Yeoh, senior associate, Caleb Sio and associate, Chen Mei Yan, represented the developer at the High Court. With the decision of Obata-Ambak, purchasers who purchased their property before November 2019 may no longer leverage on the decision of Obata-Ambak to claim for liquidated ascertained damages. For developers and purchasers, it is important to stay updated on the current position of law and any regulatory changes to ensure that your rights remain protected. Authors : Partner, Mr Leonard Yeoh and Senior Associate, Mr Caleb Sio.

Leading global network of law firms introduces newly appointed Regional Representative to serve on the non-profit association’s Executive Committee to represent the interests of members of the association in the Asia Pacific Region. FORT COLLINS, COLORADO, USA – Lawyers Associated Worldwide (LAW) announces the appointment by the Executive Committee of Leonard Yeoh of its Kuala Lumpur, Malaysia member firm, Tay & Partners, to serve on the non-profit association’s Executive Committee. LAW is a global association of approximately 100 independent law firms located in more than 50 countries. Organized as a non-profit association under the Swiss Civil Code, LAW is governed by an Executive Committee. Leonard joins two other Regional Representatives in the Asia Pacific Region to represent the interests of the Asia Pacific Region members in all matters that come before the Executive Committee. Leonard will serve in this appointed position until the next elections are held. Members in LAW’s three regions, Americas, Asia Pacific, and Europe, Africa, and the Middle East (EAME), are each represented by three Regional Representatives. We look forward to our 2024 Annual General Meeting, taking place 38 October-2 November 2024 in Amsterdam, The Netherlands, as our next opportunity to meet in-person as the new Executive Committee. Leon Loganathan, Chair of Lawyers Associated Worldwide said, “On behalf of the Executive Committee, I am pleased to welcome Leonard and look forward to the collaboration of the entire Executive Committee to address issues, enhanced by the diverse backgrounds of each.” LAW congratulates Leonard Yeoh on his appointment as a Regional Representative, and thanks all members of the Executive Committee for their commitment to the organization and its members. Learn more about each at the LAW website, lawyersworldwide.com.