Globalmariner Offshore Services Sdn Bhd

On the court record

A shareholder-litigant whose matters trace a joint-venture dispute from a shareholders'-agreement claim, through withdrawal skirmishes, to the conversion of a voluntary liquidation into a compulsory winding up.

Globalmariner Offshore Services Sdn Bhd appears in the corpus across insolvency-conversion, withdrawal and shareholders'-agreement matters connected to an offshore-engineering group, and its appearances trace a shareholder dispute into liquidation. As a petitioner, alongside Boomslang Technology Sdn Bhd and Dynac Sdn Bhd, it sought conversion of a creditors' voluntary liquidation into a compulsory winding up under section 464(2)(d) of the Companies Act 2016, the court examining whether the voluntary liquidation could be continued with due regard to the interests of creditors, whether it had a discretion to convert, and whether the interim liquidators lacked independence and impartiality.

Earlier in the sequence the company appears as an intervener in connected civil-procedure matters concerning the withdrawal of an action under Order 21 rule 3 of the Rules of Court 2012, where the court asked whether the case was at an advanced stage, whether the respondents were dominus litis, and whether prejudice was caused by the withdrawal. As a plaintiff in a shareholders'-agreement matter it litigated the validity of a default notice and default sale notice issued by a shareholder, whether the counterparty had become insolvent and unable to pay its debts, whether the default clauses infringed the pari passu and anti-deprivation rules, and connected claims for breach of fiduciary duty and negligent misrepresentation.

For a reader, the cluster is a coherent illustration of how a shareholder dispute over a joint venture escalates from a shareholders'-agreement claim, through procedural skirmishes over withdrawal, to the conversion of a voluntary liquidation into a compulsory one to secure independent liquidators. The corporate parties are named as they appear on the record; individuals are referred to by their procedural role only. The company's appearances chart the escalation of a joint-venture breakdown: what begins as a shareholders'-agreement claim over default notices and alleged insolvency, contested through withdrawal skirmishes, culminates in the conversion of a voluntary liquidation into a compulsory one. The recurring concern with the independence of the interim liquidators shows how contested the control of the winding-up process itself can become.