Bahari & Bahari

On the court record

The firm's record illustrates the tension between shareholders' statutory rights under the Companies Act 2016 and the courts' reluctance to restrain internal corporate processes by injunction absent cogent evidence of mala fides.

Bahari & Bahari appears in the corpus as counsel in corporate and shareholder litigation, argued in the High Court (Mahkamah Tinggi) and the Court of Appeal (Mahkamah Rayuan), with a recurring focus on the internal management of companies.

A central strand of the firm's work concerns the statutory rights of shareholders and the limits of judicial restraint. Acting for the plaintiffs in litigation involving Midios Sdn Bhd and related entities, the firm appeared where the court examined whether the statutory rights of shareholders to convene an extraordinary general meeting under section 310 and to remove directors under section 206 of the Companies Act 2016 could be restrained by an interlocutory injunction founded on allegations of mala fides without cogent evidence. The matter engaged the Keet Gerald and American Cyanamid principles, the balance of convenience, the adequacy of damages, and the strict construction of injunctive orders because of their penal character, including whether an injunction restraining the appointment of new directors could be read to prohibit the removal of existing directors.

Acting for the respondent in an appeal concerning Iris Corporation Bhd, the firm appeared where the court considered breaches of directors' duties, whether the business-judgment rule under section 214 of the Companies Act 2016 applied, what constitutes the best interest of the company, and the availability of relief from liability under section 581.

The firm also handled interlocutory work, including a security-for-costs application under Order 23 of the Rules of Court 2012 in litigation with an intervener, and, in a matter for the plaintiff against Perbadanan Nasional Berhad, an application to set aside a final and perfected consent judgment on the ground of fraudulent misrepresentation in its execution. The firm's record is a focused corporate-disputes practice, recurring in the boardroom and shareholder battles that arise under the Companies Act 2016 and in the interlocutory skirmishes over injunctions, security for costs and the finality of consent judgments that accompany them. It is litigation in which the governance of the company itself, rather than a discrete commercial transaction, is the subject of the dispute.