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ARTICLE · 23 FEBRUARY 2016

Minority Protection In Malaysia

Do you own some shares in a company? Did you buy the said shares because you thought the company has a great future profit potential? That sounds like a great decision.

MalaysiaCorporate/Commercial Law

Do you own some shares in a company? Did you buy the said shares because you thought the company has a great future profit potential? That sounds like a great decision. But how many shares did you buy? Less than 51% of the issued shares? If so, then you are a "minority shareholder".

Shares allow voting rights but if you are not a majority or substantial shareholder, then there is every chance that you maybe outvoted on a matter that may be crucial to you. What if you feel what the directors/majority shareholders are doing is wrong? Can you take action?

The general answer is no. There is a rule called the "Foss v Harbottle" rule which states that "the proper plaintiff in respect of wrong committed against a company, is the company; not the shareholder". In such a scenario, if you feel that the directors/majority shareholders are doing something wrong, they are committing that wrong against the company, not against you personally. Therefore, the entity which has the

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