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Governance and new rules relating to directors

2016

AI-generated Abstract

This seminar focuses on the recent updates to the Companies Act 2016, emphasizing the changes to company law rules introduced by the Companies Bill 2015, recent case law developments, and the distinctions between common law and statutory provisions. It is designed for academics and legal practitioners to engage in interactive discussions and gain a deeper understanding of the operational principles of company law under the new regulatory framework.

1 2 Background • This 2-day seminar/workshop provides you with detailed and upto- date exploration of the Companies Act 2016. • This seminar will assist academics and legal practitioners to be familiar with the new format and content of the Companies Act 2016. • The seminar, to be conducted via a workshop format, enables interactive discussion and detailed explanation of the operation of company law rules and principles under the Companies Act 2016. Objectives • To highlight the changes to company law rules introduced by the Companies Bill 2015. • To highlight recent case law development on company law. • To clarify differences and similarities between the common law and statutory provisions of the Companies Act 2016. Who should attend? • Academics from law and business schools from IPTA & IPTS. • Legal practitioners and company secretaries. Registration Fee: RM 800 Payment should be made by cash/ cheque bank-in to ORGANISED BY Bank Muamalat (M) Bhd CORPORATE SECURITIES AND FINANCIAL LAW AND REGULATION (CSFLR), Acc Name: UIAM OPERATING ACCOUNT Acc No: 1407-0000004-716 CIVIL LAW DEPARTMENT, AHMAD IBRAHIM KULLIYYAH OF LAWS, INTERNATIONAL ISLAMIC UNIVERSITY MALAYSIA. Tentative DAY ONE 2nd August 2016 9.00am 1. Changes to formation and incorporation process • company constitution, objects clause and corporate capacity • one-member companylegal rules and implications 10.30am 10.45am 11.30am 1.00pm Tea break 2. Capital structure and its alteration • types of shares, class rights and variation • redeemable preference shares 3. Changes to capital maintenance rules • the solvency test • what are changes to giving financial assistance? • what are changes to dividends rules? • what are changes to reduction of capital? • what are changes to share buy back? Lunch 2.15pm 3.30pm 3. Governance & new rules relating to directors• appointment, and selection; • removal, resignation retirement and suspension • remuneration and compensation for loss of office • liability insurance; exclusion of liability 4. Directors and members -Changes to decision making framework • Discuss the new framework for decision making by general meeting and its interaction with the board of directors. • new procedures for convening meetings • AGM and EGM • requirement for company secretary DAY TWO 3rd August 2016 5. Duties of directors- new developments 10.15am 6. Auditors 11.00am Tea break 11.15am 7. Changes to substantial property transactions provisions 12.15pm 8. Remedies: Constructive trust, directors' duties and company law 1.00pm Lunch break 2.15 pm 9. Changes to minority shareholders' protection and remedies: • Derivative action • Winding up under just and equitable ground • Statutory injunction 3.45pm – 10. Changes to winding up and 5.00pm implications for priority of debts 9.00am Any inquiries, please do not hesitate to contact our secretariat committees: Telephone : +603 6196 4350 Fax : +603 6196 4854 Dr. Halyani (ext. 4372) (halyani@iium.edu.my) Dr. Wan Zulhafiz (ext. 4305) (wzulhafiz@iium.edu.my)
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