Rosley Zechariah

On the court record

The firm's record illustrates disputes over Redeemable Convertible Preference Shares under the Companies Act 2016, including their registration and transfer, and the court's inherent discretion over the taxation of bills under the Legal Profession Act 1976.

Rosley Zechariah appears in the corpus as counsel in commercial and costs litigation, argued in the High Court (Mahkamah Tinggi), with a recurring focus on corporate-securities disputes.

One matter concerned the taxation of solicitors' bills. In litigation brought by RHB Trustees Berhad as trustee of a community trust, in which the firm was itself among the parties sued, the court considered whether invoices annexed to an originating summons were gross-sum bills, whether the plaintiff was out of time to seek taxation under the Legal Profession Act 1976, and whether the court retained an inherent discretion to order taxation notwithstanding a time bar under sub-section 121(2).

The firm also appeared in corporate-securities disputes. Acting for the plaintiff in litigation involving Al Amin Strategic Commodity Sdn Bhd and Duta Nilai Holdings Sdn Bhd, the firm appeared where the court considered a stay of proceedings pending the disposal of a related appeal, engaging the discretion of the court, the risk of prejudice, and, on the merits, a breach of the terms of Redeemable Convertible Preference Shares and the nullification of their issuance. In a related matter, acting for the defendant, it appeared where an applicant alleged that a share-transfer agreement was void for a failure of consideration and sought the return of the transferred shares, the court examining the registration of Redeemable Convertible Preference Shares under section 78 of the Companies Act 2016, their transfer under section 105, and whether the agreement had in fact been fully performed, dismissing the originating summons.

A further matter concerned the setting aside of an injunction order and the assessment of damages, including whether loss had been proven on the balance of probabilities. The firm's record is a commercial-litigation practice concentrated on preference-share disputes and the procedural questions that surround them. The repeated appearance of Redeemable Convertible Preference Shares, their registration, transfer and alleged nullification, marks the firm as counsel familiar with the hybrid equity-and-debt instruments that feature in modern corporate financing, and with the interlocutory battles over stays, injunctions and security that accompany a dispute once such instruments have been issued and are said to have failed for want of consideration.