AZIMUTH MARINE Sdn Bhd

On the court record

A company litigating a former director's standing to bring a derivative action, a Fortuna injunction against winding-up pressure, and a joint-venture shareholding and arbitration-stay dispute.

Azimuth Marine Sdn Bhd appears in the corpus in company and commercial litigation touching derivative actions, the winding-up process, and a joint-venture shareholding dispute, together with an arbitration-injunction question. It appears as defendant and respondent across the High Court, Court of Appeal and Federal Court.

The company-law strand raises questions of standing to sue on a company's behalf. In one matter defendants sought to strike out a claim, the question being whether a former director has locus standi to act in a derivative action on behalf of the company and whether that former director retained a sufficient interest in continuing the claim, with a related question over an interim order that a person remain a director. Who may litigate for a company, and whether a person who has left the board can still pursue a derivative claim, are recurring questions in disputes for control of a company.

The insolvency and joint-venture strands complete the picture. In a Fortuna-injunction matter the court considered whether a statutory notice of demand under the Companies Act 2016 was an abuse of process where the debt was disputed and civil proceedings were pending, and whether a Fortuna injunction should be granted to restrain the presentation of a winding-up petition. At the Court of Appeal a dispute over the shares of a joint-venture company turned on whether, the corporate parties having signed a shareholders' agreement, an individual could assert a "collateral understanding" and own shares directly in the joint-venture company. At the Federal Court a matter concerned an inter partes injunction granted by the High Court to a non-party to restrain an arbitration from continuing, and whether the Court of Appeal had erred in setting it aside, engaging section 10 of the Arbitration Act 2005. The company's footprint spans standing to bring derivative claims, the restraint of winding-up pressure, and the boundary between the courts and arbitration.