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Oppression and Ebrahimi type of companies

Conduct in the affairs of a subsidiary company may also be conduct in the affairs of a holding company if the conduct complained viewed objectively is commercially unfair to a shareholder of the holding company. However, restructuring proposals not carried out following the objection by a 49% shareholder is not oppressive conduct in the absence of evidence that there are threatened acts, or steps were taken, to carry out the proposal. The conduct complained of must be real and not theoretical for the oppression remedy is not intended to simply satisfy the complainant’s peace of mind: Nursalina bt Zainal Abidin v Dagang Net Technologies Sdn Bhd & Ors [2022] MLJU 2670. The High Court also reiterated that where there is no pre-existing relation of a personal nature between the parties and formal documents are entered into setting out their relationship, it is highly unlikely that the relationship is of a personal nature such as to justify the application of the Ebrahimi principles.

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