XI FANG & LAU

On the court record

The firm's record includes appeals testing whether a director can be deemed to have retired by rotation when an annual general meeting is not held, a question the courts examined against the principle of shareholder democracy under the Companies Act 2016.

XI FANG & LAU appears in the corpus as counsel in company-law and enforcement litigation, argued in the Court of Appeal (Mahkamah Rayuan) and the High Court (Mahkamah Tinggi).

The firm's most significant work is a connected group of appeals raising the doctrine of deemed retirement of directors. Acting for the appellant across the connected matters, involving companies including Grandfoods Sdn Bhd, Lead Enterprises Sdn Bhd and Raub Mining & Development Company Sdn Bhd, the firm appeared where the central question was whether a director due to retire by rotation under a company's articles of association at an impending general meeting could be deemed to have retired upon the expiry of the period within which that meeting ought to have been convened, where the meeting was not in fact held. The court examined the interplay of retirement by rotation, the re-election of retiring directors and the non-holding of an annual general meeting under sections 205, 208 and 340 of the Companies Act 2016, and the argument that a deemed-retirement approach is inconsistent with shareholder democracy, since it would allow the composition of a board to change without the shareholders ever voting.

The firm also appeared in enforcement litigation. Acting for the respondent in a bankruptcy matter involving Malaysia Debt Ventures Berhad, argued in Malay, the firm was engaged where the court considered whether the judgment creditor's claim was excessive and whether a judgment in default of appearance had been properly served on the judgment debtor and was a final judgment capable of founding bankruptcy proceedings. The firm's record is a corporate-litigation practice engaging both the internal constitutional workings of companies and the enforcement of judgment debts through bankruptcy. That the same chambers should argue, on the one hand, a point of principle about how the composition of a board changes when a company fails to hold its meeting, and, on the other, the everyday question whether a default judgment was properly served before a bankruptcy could be founded on it, reflects a practice attuned both to the constitutional workings of the company under the Companies Act 2016 and to the procedural rigour that governs the enforcement of a debt once judgment has been obtained.