I do apologise for the lack of updates this week. Apart from being bogged down with work, I was also away in KL for a dialogue session organised by Zaid Ibrahim & Co, one of the most established law firms in Malaysia, with offices in Kuala Lumpur, Penang, Johor Bahru, Kuching, Singapore and Jakarta. I shall share with you some of the topics discussed during the dialogue session, some of which I trust would be relevant to most of us.

The "Trusted Business Advisor Dialogue Series" was held at the Nirwana Ballroom, Crowne Plaza Mutiara Hotel, Kuala Lumpur. Delegates came from diverse backgrounds, including but not limited to in-house legal counsels of government and statutory bodies as well as public listed companies. Response to the seminar was overwhelming with a total turnout of almost 300 delegates.

The dialogue session started off with a welcome speech by Datuk Zaid Ibrahim, Chairman and founding partner of the firm. The first session consisted of a series of topics which would be delivered by the partners of ZICO.

Datuk Dr. Abdul Samad Haji Alias, President, Malaysian Institute of Accountants and Non-Executive Chairman, Ernst & Young, Malaysia chaired the first session. Partners of ZICO presented papers in the following areas of law:

L_R: Ms Karin Lim, Datuk Dr Abdul Samad Haji Alias, Mr Chew Seng Kok, Dr Veerinderjeet Singh, Mr Kelvin Ng, Megat Hizaini Hassan, Wan Kai Chee.

Topic 1: Related Party Transactions Revisited---by Wan Kai Chee

Wan deals with the type of transactions which would be classified as related party transactions in his presentation. The relevant laws referred to are Companies Act 1965, in particular Sections 132G and the rules enumerated under the Bursa Malaysia Securities Berhad-Listing Rules. Under the Rules, a CEO falls within the definition of a "related party". What significance, you would then ask, of related party transactions? In a nutshell, under company law, any transaction entered into by the Board of directors of a company must be in the best interests of the company. Therefore related party transactions which involve an element of personal interest, and viewed as not in the best interests of the company would be unlawful. The remedy would be of course, for the director to disclose his interests in the said transaction.

Topic 2: The effect of Affin's case by Megat Hizaini Hassan.

Megat's presentation analyses the view of the judiciary on the case of Affin Bank Bhd v Zulkifli Abdullah, a case which was recently decided. The Bai'Bithaman Ajil (an agreement whereby a bank buys an asset or property and sells the asset or property to a customer at an agreed defined price which the customers has to pay on a deferred basis or by periodical instalments) is the most popular Islamic banking transaction.

For general knowledge, Syariah Courts have no jurisdiction over islamic banking matters, as disputes involving bank matters are within the jurisdiction of a civil court in Malaysia.

In Affin's case, it was held that the bank was only entitled to part of the Asset purchase price and not the full amount as it amounted to "unearned profits".

Topic 3: GST-here and gone? By Kelvin Ng and Dr Verrinderjeet Singh

Dr VS gave an overview of the nature of GST (Government Service Tax), its implications and how businesses have to adapt when the Bill is passed in Parliament. Essentially, for a government of any country, GST is a more reliable source of revenue as it is based on the consumption of goods and services of the public. Dr VS has also written a book "Tax Thoughts On Today's Taxing Times", which all delegates received in their delegate pack. (ISBN No. 9834243820) I have read through the book and I do find it quite interesting. The book does not attempt to explain to you the provisions of the Income Tax, but rather, gives an overview on the current issues revolving tax which affects each and every one of us. I strongly recommend it for those who wish to understand the tax system without having to refer to dry textbooks with lengthy analysis on the law.

Topic 4: Real Estate Investment Trusts: To Reit or not to Reit-by Karin Lim

This topic deals with the nature of Real Estate Investment Trusts and its popularity notwithstanding legal impositions such as State Authority approval etc.

In Part II of the dialogue Yong Hon Cheong presented his paper on movement of employees in Mergers and Acquisitions. Essentially, employees are not chattels and cannot be bought or sold like goods. Therefore their welfare has to be taken care of before the new buyer takes over. VSS, retrenchment schemes are in place to assist the seller in managing the headcount of his company. Where work unions are involved, the collective agreement would bind the buyer (Section 17A Industrial Relations Act).

 Ariff Rozhan presented his paper on "Who Runs the Company-The Rights of Shareholders as viewed from the Bench". In a nutshell, the directors run a company and owes a duty to manage the affairs of the company in the best interests of the company. Shareholders can resort to the remedies under Section 181 if they discover that the director's actions are oppressive towards the minority shareholders.

Part III-Workshop: Directors, Shareholders and Conflicting Interests:

This interactive workshop required all delegates to consider the problem question from three angles--being the director of the company, the majority shareholders and the minority shareholders and what action would they take given the circumstances of the case.

YBhg Dato' Mahadev Shankar, a retired Court of Appeal Judge, the chairman for this session gave all delegates a very enlightening summary of how he would have decided the case if it was brought before him.

Part IV--a review of the hotel room.

Heheh... as a blogger I simply couldn't resist snapping pictures of the hotel room I stayed in. I have to say, rooms in Crowne Plaza Mutiara are absolutely lovely. For my standards anyway. The last time I managed to stay in a "posh" hotel was during my business trip to Singapore in 2004. So at the risk of being labelled "sakai" (village idiot) by my little brother, here goes:

watching telly from the comfort of your bathtub=priceless.

A visit to KL would not be complete without stuffing my face full at Genki Sushi. Here are some of the sushi I had...

I know this is not exactly sushi, but its shiny texture and vibrant colours was screaming: "eat me! eat me!" from the conveyor belt. So in my tummy they went. :)

Thats all folks!