legal update issue 2 2006

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KUALA LUMPURSHOOK LIN � BOK

2nd Quarter 2006Vol 2 No 2 PP13906/8/2007LEGAL UPDATE

IN THIS ISSUE

SECURITIES COMMISSIONGUIDELINES ON RESTRICTEDINVESTMENT SCHEMES .............. 3

SECURITIES COMMISSIONGUIDELINES ON CHINESE WALLSFOR DEALERS AND FUTURESBROKERS ..................................... 4

AMENDMENTS TO LISTINGREQUIREMENTS:BONUS ISSUES ............................ 4

AMENDMENTS TO LISTINGREQUIREMENTS: PN16 AND 17 .. 5

INTELLECTUAL PROPERTYNEWS.......................................... 5

BREACH OF EMPLOYMENTCONTRACT: IMPLICATIONS ...... 13

CASE UPDATES

ARBITRATION .............................. 6

BANKING .................................... 7

COMPANIES ................................ 9

INTELLECTUAL PROPERTY ......... 10

The lawyers of the firm gathered for a drinks and cocktail evening at Top Hat Restaurant on 16 June 2006.Regular events in the firm’s social calendar, these are cherished as opportunities for fostering greater fellowshipamong the members of the firm. More pictures in the pages ahead.

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Securities CommissionGuidelines on RestrictedInvestment Schemes

On 7 April 2006, the SecuritiesCommission (SC) issued its Guidelines onRestricted Investment Schemes. TheGuidelines regulate the issue and offer inrelation to any “Restricted InvestmentScheme” (RIS) by a fund managerlicensed under the Securities Industry Act,1983 (SIA) and specify the requirementsthat a licensed fund manager mustcomply with in relation to a RIS and theoffering of units in a RIS.

A RIS is a unit trust fund which is notoffered to the general public at large, butrestricted to a limited group of investorsincluding individuals or companies withnet assets above a minimum threshold.By virtue thereof, some of therequirements in relation to unit trust fundsnormally offered to the general public, forinstance the requirement for a prospectus,are relaxed.

A RIS is defined in the Guidelines as “aunit trust fund, any unit of which is issued,offered for subscription or purchase or inrespect of which an invitation to subscribeor purchase has been made exclusively toqualified investors under these guidelinesby a licensed fund manager”.

The Guidelines are issued in connectionwith the Securities Commission(Disapplication of Division 5 of Part IV)Order 2005 (the Order) made on 19October 2005. The Order provides thatthe provisions of Division 5 of Part IV ofthe Securities Commission Act, 1993(SCA) (which regulates unit trust schemesand prescribed investment schemes) shallnot apply, inter alia, to a RIS. Effectively,the Order exempts a RIS from complyingwith certain requirements which apply tounit trust funds.

“Qualified investors” is defined in theOrder and Guidelines to mean:-

(a) an individual whose total net assetsexceed three million ringgit or itsequivalent in foreign currencies,

(b) a corporation with total net assetsexceeding ten million ringgit or itsequivalent in foreign currencies, or

(c) a unit trust scheme or prescribedinvestment scheme.

A RIS, when compared to a unit trust fund(UTF) offered to the general public, wouldhave the following benefits:-

(a) A prospectus is not required to beissued for a RIS, unlike units in a UTFwhich are generally offered to thepublic. However, the Guidelinesrequire an information memorandumto be issued by the licensed fundmanager which must contain certainminimum disclosure items specifiedin these Guidelines. The disclosurerequirement is less than what isrequired to be contained in aprospectus for a UTF. The numberof qualified investors in a RIS is,however, limited to 50, unlike a UTFwhere there is no restriction on thenumber of unitholders,

(b) A UTF is required to be managedand administered by a managementcompany approved by the SC, whomay in turn delegate the investmentmanagement function to a licensedfund manager, whereas in a RIS, thisrole is performed exclusively by thelicensed fund manager, i.e. amanagement company is not

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required. The licensed fund managermust, however, fulfil certain criteriaset out in the Guidelines, includinghaving in place appropriate internalcontrols and risk managementsystems and procedures designed tomitigate and manage risks,

(c) While a UTF must be structured as atrust, a RIS need not necessarily bestructured as such. In the case of aRIS structured as a trust, the licensedfund manager must enter into a deedwith a trustee who is registered withthe SC. As in the case of a UTF, thereare minimum content requirementsto be contained in the deed of a RIS,but the minimum contentrequirements of a RIS are less. If a RISis not structured as a trust, the fundmanager must ensure that third-partycustodians, appointed under the SIA,take appropriate measures to ensurethe safekeeping of the assets of theRIS held by the custodians on behalfof the fund manager.

With the issuance of these Guidelines,licensed fund managers now have theoption of directly issuing and offering unitsin a unit trust scheme without having togo through a management company, andneed not comply with the generally morestringent requirements contained in theSC Guidelines on Unit Trust Fundsprovided that such units are issued/offeredto “Qualified Investors” only.

Securities CommissionGuidelines on ChineseWalls for Dealers andFutures Brokers

On 11 May 2006, the SecuritiesCommission (SC) issued its Guidelines onChinese Walls for Dealers and FuturesBrokers.

These Guidelines:-

(a) apply to investment banks, which aredefined as entities licensed both asdealers under the Securities IndustryAct, 1983 and merchant banks underthe Banking and Financial InstitutionsAct, 1989 and established under theGuidelines on Investment Banksjointly issued by Bank NegaraMalaysia and the SC; and

(b) are aimed at ensuring that dealersand futures brokers are not affectedby the risks of activities undertakenby their “affected related companies”as well as to minimise any conflict ofinterest situations arising from suchactivities.

Affected related companies are defined asrelated companies within the group thatare involved in any one of the following:(a) property or construction, (b) credit orleasing, (c) banking, and (d) the businessof dealing in securities and these includea holding company of the dealer or futuresbroker.

These Guidelines stipulate, among otherthings, that:-

(a) dealers and futures brokers shall notprovide any form of financialassistance, advances, loans,guarantees and indemnities, whetherdirectly or indirectly, to their affectedrelated companies and furtherrequire dealers and futures brokers tounwind all inter-company loans,advances, guarantees or other similararrangements undertaken with theiraffected related companies prior tothe issue of these Guidelines;

(b) except in the limited situationsspecified in these Guidelines, dealersand futures brokers are required tomaintain independent and separateboards and management from theiraffected related companies and shallalso have at least one independentdirector on their respective boards.

Amendments to ListingRequirements of BursaSecurities: Bonus Issues

Bursa Malaysia Securities Berhad (securitiesexchange) has amended the ListingRequirements for the Main and SecondBoards as well as the MESDAQ MarketListing Requirements in relation to bonusissues with effect from 29 May 2006.

A listed issuer undertaking a bonus issuemust now ensure that the necessaryreserves required for the capitalisation ofthe bonus issue is unimpaired by losseson a consolidated basis, where applicable,based on its latest audited accounts as wellas its latest quarterly report. Previously, a

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listed issuer was only required to ensurethat it had the necessary reserves for suchcapitalisation.

Amendments to ListingRequirements of BursaSecurities: PN 16 and PN17

Bursa Malaysia Securities Berhad (securitiesexchange) has, on 5 May 2006, amendedits Listing Requirements for the Main andSecond Boards in relation to listedcompanies in financial difficulties andlisted companies without a significantbusiness (cash companies). Theamendments are to paragraphs 8.14B and8.14C of the Listing Requirements, andPractice Notes No. 16/2005 (“PN 16”)(previously known as “PN 10”) applyingto cash companies; and No. 17/2005 (“PN17”) (previously known as “PN 4”),applying to companies in financialdifficulties.

Some of the key changes are as follows:-

(a) the criteria for a listed issuer to fallunder PN17 (where it is required,inter alia, to regularize its financialcondition and level of operations) hasbeen broadened. Additionalcategories have been included andsome of the existing categories havebeen broadened. With theseamendments, it is possible thatcertain listed companies, whichwould not have otherwise fallenwithin the previous provisions ofPN17, will now fall within PN17.Some of the new categories are:

(i) the shareholders’ equity of thecompany on a consolidated basisis equal to or less than 25% of itsissued and paid-up capital, andthe shareholders’ equity is lessthan the minimum issued andpaid-up capital required underthe Listing Requirements;

(ii) a default in payment has beenmade by the company, its majorsubsidiary or major associatedcompany and the company isunable to provide a solvencydeclaration;

(iii) a winding up order has beenmade against the Company’ssubsidiary or associatedcompany which accounts for atleast 50% of the total assetsemployed of the company ona consolidated basis;

(b) the company that has triggeredPN17 or PN16 is now required toundertake a restructuring planwhich is substantive. Such planrequires the prior approval of theSecurities Commission. Previously,there was no requirement for therestructuring plan to be substantivenor subject to the approval of theSecurities Commission;

(c) whereas previously, a company thathas triggered PN17 or PN16 wasgiven 7 market days to make thefirst announcement, it is nowrequired to make suchannouncement immediately uponthe relevant criteria being triggered;and

(d) the company that has triggeredPN17 or PN16 which wishes toapply for an extension of time mustdo so no later than 15 days prior tothe expiry of the relevanttimeframe. Previously, there was nodeadline in relation to suchapplication.

However, category (a)(i) above will notapply during the first 3 monthscommencing from 5 May 2006 if thecompany is able to comply with certainrequirements set out in the ListingRequirements.

Intellectual PropertyNews

Industrial Designs

The High Court has in December 2005ruled in Shachihata Incorporated & 18Ors v. The Registrar or Industrial Designs& The Intellectual Property Corporationof Malaysia that designs registeredunder the UK Registered Designs Act1949 (the UK Act) prior to thecommencement of the Industrial DesignsAct 1996 (IDA) on 1st December 1999may be extended for the 4th and 5th

periods of five years each in Malaysia.

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However, the necessary amendments to theIDA and/or Industrial Designs Regulations1999 (IDR), in particular, on the applicableextension fee for the 4th and 5th periodshave yet to be made by the relevantauthorities.

After seeking clarification from theIndustrial Designs Registration Office(IDRO), the Legal Department of theMalaysian Intellectual Property Office hasjust issued the following advice.

(a) the IDRO would accept applicationsfor the 4

th and 5

th periods of extension

of designs registered under the UK Actprior to 1

st September 1999 but after

1st August 1989, including designs

whose 3rd period had expired after the

IDA came into effect on 1st September

1999 (as the IDRO had rejected or didnot accept applications to extend suchUK registered designs for the 4

th and

5th periods prior to the High Court

decision); and

(b) where an application is filed before theimplementation of proposedamendments to IDA and/or IDR, noextension fee is payable.

Owners of UK registered designs which areeligible for extension are advised to fileextension applications before the proposedamendments to IDA and/or IDR areimplemented to avoid the filing fees.

Case Updates

ArbitrationDispute not within the scope ofarbitration agreement

Only disputes which are agreed by theparties to be arbitrated are within thescope of the agreement to arbitrate. Thisis the effect of the decision of the Court ofAppeal in Jan De Nul NV & Ors v. Inai KiaraSdn. Bhd. [2006] 3 CLJ 46.

In that case, the Plaintiff and 1st Defendantexecuted a Memorandum ofUnderstanding (MOU) whereby the 1st

Defendant provided a dredger to thePlaintiff, with the intention to give theimpression to the whole world that thePlaintiff had the ultimate interest in thedredger, as it was the major shareholderof the 2nd Defendant, which was to beregistered as the owner of the dredger. Intruth, the 1st Defendant intended tomaintain ownership of the dredger. Toachieve this intention, the Plaintiffexecuted a trust deed in which the Plaintiffwas to hold its shares in the 2nd Defendanton trust for the 1st Defendant. Further,the Plaintiff also executed a Power ofAttorney appointing the 1st Defendant torepresent the Plaintiff’s appointed directorin the 2nd Defendant company.

Eventually, the relationship between thePlaintiff and the 1st Defendant soured. The1st Defendant demanded from the Plaintiffpayment for outstanding rentals. The 1st

Defendant then invoked the Power ofAttorney and called an ExtraordinaryGeneral meeting (EGM) of the 2nd

Defendant, resulting in the removal of thePlaintiff’s appointed director in the 2nd

Defendant, and the sale of the dredger toan associated company of the 1st

Defendant.

The Plaintiff filed a suit against inter alia,the 1st and 2nd Defendants, alleging aconspiracy to defraud and breach offiduciary duties, and seeking to annul theEGM and damages against theDefendants.

Meanwhile, the 1st Defendant commencedarbitration proceedings against thePlaintiff in Zurich, pursuant to a clause inthe MOU, which provides that any disputearising out of or in connection with theagreement shall be settled by arbitrationin Zurich, Switzerland.

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The 1st Defendant applied for a stay ofthe Plaintiff’s suit on the ground that itcontravened the agreement to arbitrateany disputes between them, pursuant toSection 6 of the Convention on theRecognition and Enforcement of ForeignArbitral Awards Act 1985 (the ConventionAct), which provides that a party to anarbitration agreement may apply to thecourt to stay an action commenced bythe other party, “unless there is not infact any dispute between the parties withregard to the matter agreed to bereferred” to arbitration. Notwithstandingthe broad terms of the clause containingthe arbitration agreement in the MOU,the court held that the Plaintiff’s claimwas not within the scope of thearbitration agreement. It was a matterof construction of the intention of theparties to determine the scope of theirarbitration agreement. In this case, theparties did not intend that all disputesbetween them shall be resolved byarbitration. The Plaintiff’s claim is insubstance under the law of tort and isnot contractual in nature and thereforeoutside the ambit of the arbitrationclause. The Plaintiff’s action thereforewould not be stayed. However, the 1st

Defendant was entitled to proceed witharbitration in respect of its contractualclaim for outstanding rentals.

BankingCertificate of indebtedness asconclusive evidence of debt

The Federal Court in Cempaka FinanceBhd v. Ho Lai Ying (trading as K H Trading)& Anor [2006] 2 MLJ 685, affirmed thata clause in a guarantee or loan agreementof the debt by the lender, shall beconclusive evidence of the amount of thedebt, is binding on debtor, in the absenceof manifest error.

The finance company (the lender)granted a loan to the borrowerguaranteed by the guarantor. The lendersubsequently filed a suit against theborrower and guarantor for recovery ofthe debt. The loan agreement andguarantee both contained a clausemaking a certificate of indebtedness bythe lender conclusive evidence of thedebt.

In the company’s application forsummary judgment against the

defendants, the company producedonly a Certificate of Indebtedness butno other documentary evidence such asthe monthly statements of account toprove the amount of the debt. The HighCourt granted summary judgment, butthe decision was reversed on appeal tothe Court of Appeal. The Court ofAppeal held that a Certificate ofIndebtedness in isolation was insufficientto prove the debt without some otherevidence showing how the amount ofthe debt claimed was derived.

On further appeal, the Federal Courtoverruled the Court of Appeal andreinstated the summary judgment. TheFederal Court reaffirmed several earlierdecisions at the appellate level whichhave held that the conclusive evidenceclause in documents such as guaranteesis binding and renders a certificate ofindebtedness by itself conclusiveevidence of the debt.

The clause dispenses with ordinaryevidence to prove the debt, andprovides a ready means of establishingthe debt without an inquiry into theevidence of the debits going to makeup the debt. Such a certificate shiftsthe burden onto the defendant todispute the debt.

The decision reaffirms the effectivenessof a conclusive evidence clause afterdoubts having been stirred by somerecent decisions. The acceptance ofconclusive evidence clauses is premisedon the trust placed in lenders such asbanks, as being honest and reliableinstitutions which are unlikely to makea mistake in such certificates. Theirstanding makes such certificatesacceptable as conclusive evidence.

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Facility agreement containingvariation to working draft agreement

The Federal Court in Abdul Rahim AbdulHamid & Ors v. Perdana MerchantBankers Bhd & Ors [2006] 3 CLJ 1 heldthat on the facts of the case, theborrower and the bankers, through aseries of negotiations, had agreed on aworking draft agreement in respect ofthe loan facility, and that the bankers’departure from or variation of one ofthe terms agreed in the working draft,

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in the final Facility Agreement which wassigned, without the consent of theborrower, was a breach of contract bythe banks.

The banks granted a syndicated loan ofRM20 million to the borrower to financeits purchase of a machinery forprocessing pineapples, from a Germanseller.

After a series of negotiations, the partieshad agreed on a working draftagreement for the purpose of the loanfacility. In the working draft, it wasprovided that the loan would bedisbursed in two draw downs at twodifferent stages. However, in the FacilityAgreement drawn up by the banks thatwas eventually signed, the Agreementprovided for only one draw down. Onthe evidence led at the trial, the borroweralleged he was not informed by thebanks that there was to be a variation,and that the banks’ representative hadconfirmed to the borrower’srepresentative that the terms of theFacility Agreement were the same as the

working draft, before the latter signed theAgreement. The evidence of the borrower’srepresentative was that he was caught upwith the ceremony to sign the Agreement,and relying on the representation that theterms were the same, had signed theAgreement without scrutinizing itbeforehand.

Pursuant to the Agreement, the banksdisbursed the whole loan facility in one drawdown and remitted the money to theGerman seller by telegraphic transfer.

The appeals before the Court involved theclaim by the banks for repayment of the loan,and a cross claim by the borrower that thedrawdown was in breach of the loanagreement, that it was not liable to repaythe loan, as well as for damages for breachof contract.

At the High Court, the trial judge foundagainst the borrower, forming the conclusionthat the working draft was merely a pre-contractual negotiation and was of nomaterial importance. The borrower wasbound by the terms of the Agreement itsigned. The borrower’s appeal to the Courtof Appeal was dismissed. On further appeal,the Federal Court, noting that an appellatecourt would be slow to interfere with findingsof fact by a trial court unless there was a clearerror in the findings, found in effect thatthere was such error in the case, that therewas insufficient judicial appreciation by thetrial judge of the facts, warrantinginterference by the appellate court.

The Federal Court, reversing the trial court’sfinding, held that the parties had agreed onthe terms in the working draft, borne out ofmonths of negotiations, and the FacilityAgreement was merely to formalize what hadalready been agreed upon. The variation inthe Facility Agreement was thus a breach ofcontract on the bank’s part. The Court alsofound that the trial judge erred in findingthat the banks had complied with aprerequisite for release of the loan, i.e. thatvarious certificates certifying completion ofthe machinery etc. had been issued. On theevidence, the banks released the loan beforethe prerequisite was satisfied, which theFederal Court held was a fundamental breachof contract. However, it appears that thecertificates were issued subsequent to thedrawdown.

In the upshot, the Court held that as theremittance by the banks to the German sellerwas in breach of contract, the borrower wasnot liable to repay the loan, and damagesfor breach of contract were to be assessedand paid by the banks to the borrower, the

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borrower having suffered financialproblems as a result of the breach.Although the normal rule is that a party isbound by the agreement he signs, in thecircumstances of this case, it was held thata concluded agreement had already beenreached in the working draft, and thus adeparture from the normal rule may bejustifiable.

In the light of this decision, bankers shouldensure that relevant expressions are madein the correspondence between parties tothe effect that the working drafts of theloan agreement are not binding until andunless a Loan Agreement is finalised andexecuted. Permitting draw downs of loansbefore the required conditions have beenmet has also to be considered carefully,as subsequently the borrower or theguarantor/security parties may dispute thesame.

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Hire purchase: whether owner has dutyto mitigate loss by repossession

The High Court in HSBC Bank MalaysiaBhd v LH Timber Products Sdn. Bhd & Ors[2005] 6 MLJ held that the owner, underthe hire purchase agreements in the casenot governed by the Hire Purchase Act1967, has no duty to mitigate its loss byrepossessing the equipment.

The plaintiff bank, the owner, vide 42agreements provided hire purchasefacilities to the first defendant, the hirer,to finance its purchase of variousequipment. The hire purchase agreementsdid not fall within the scope of the HirePurchase Act. Due to the first defendant’sdefault in paying the monthly rentals, theplaintiff terminated the agreements andsued the defendants for the outstandingdebt. The plaintiff’s application forsummary judgment was dismissed by theSenior Assistant Registrar. One of theissues raised by the defendants was thatthe plaintiff failed to mitigate its loss byrepossessing the equipment.

On appeal, the Judge held that by theterms of the agreements, there was noduty on the plaintiff to repossess theequipment. The agreements providedthat if the owner shall be unwilling torepossess, it shall have the option ofrecovering the unpaid balance of the hirepurchase price.

Furthermore, the plaintiff’s claim againstthe defendants was for a debt, namelythe purchase price for equipment payableby instalments, and not for damages forbreach of contract. There is no duty tomitigate or reduce a debt.

Unlike a leasing agreement whereownership of equipment remains vestedin the lessor or financier at the end of thecontract, the ownership of the equipmentunder hire purchase is envisaged to passto the hirer once the hirer has paid all themonthly instalments.

CompaniesSchemes of arrangement: extension ofrestraining order

The High Court had occasion to considerthe issue of extensions of restrainingorders under Section 176 of theCompanies Act 1965 Schemes ofArrangement of Companies, in MetroplexBhd & Ors v. Morgan Stanley EmergingMarkets Inc & Ors [2005] 6 MLJ 487.Section 176 has as one of its mainobjectives, the facilitation of rehabilitationof companies in financial distress. Thecrux of the section is to enable a companyto formulate a scheme for therestructuring of its debts, which ifapproved by a majority of three fourthsin value of creditors, binds all creditors.In addition, it allows the debtor to obtainfrom the court a restraining order againstlegal action against it, pending voting onthe proposed scheme, thus affording thedebtor some temporary breathing space.The issue before the court was whetherthe applicant’s application to extend therestraining order for a further four monthsought to be granted.

After defaulting in various debtobligations, the applicant had between2000 and 2002, sought the assistance ofthe Corporate Debt RestructuringCommittee (CDRC) to restructure itsdebts. However, this proved unsuccessfuland in 2002 the applicant withdrew fromthe CRDC process and obtained arestraining order under Section 176 (10).The restraining order was extended onfour occasions over a period of two years.In October 2004, four years after thedefault, and over two years after the firstrestraining order, the applicant proposeda new scheme of arrangement andapplied to the court for a fifth extensionof the restraining order.

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Section 176 (10A) of the Act provides asfollows:

“10A. The Court may grant a restrainingorder … to a company for a periodof not more than ninety days or suchlonger period as the Court may forgood reason allow if and only if-

(a) it is satisfied that there is aproposal for a scheme ofcompromise or arrangementbetween the company and itscreditors or any class of creditorsrepresenting at least one-half invalue of all the creditors;

(b) the restraining order is necessaryto enable the company and itscreditors to formalize the schemeof compromise or arrangementfor the approval of the creditorsor members …

(c) a statement in the prescribed formas to the affairs of the companymade up to a date not more thanthree days before the applicationis lodged together with theapplication; and

(d) it approves the person nominatedby a majority of the creditors toact as a director…”

The judge stated that from the wording ofsection 176(10A), a restraining order mayonly be extended for a longer period onlyif there is a `good reason’ to do so. Thewords `good reason’ have been construedby the courts to mean that:

(a) a bona fide scheme of arrangementhas been presented, with sufficientdetails provided to the creditors toenable them to make informeddecisions as to its feasibility andmerits,

(b) the scheme of arrangement presentedmust not be such that it is bound tofail, and

(c) the interests of creditors aresafeguarded.

The Judge hold that the applicant had notjustified its application for further extensionfor interalia, the following reasons, anddismissed the application:

(a) Two years from the restraining order,the applicant was still at the initialmeager stages of attempting toachieve a feasible scheme. Noreasonable progress has been madetowards achieving a feasible andviable scheme ready to be voted on.

(b) Only 21% of the scheme creditorshave indicated agreement to theproposed scheme.

(c) Even if a fifth extension were granted,the applicant would not be inposition to achieve a concludedscheme.

Intellectual PropertyTrade Marks

In Hugo Boss AG v Hong Kong TobaccoCompany Limited & ReemtsmaCigarettenfabriken GmbH, Hugo Boss AG(“HB”) filed an application under Section46 of the Trade Marks Act 1976 (“the Act”)for an order to expunge the registrationof 3 trade marks in which the essentialfeature was the word “BOSS”. Thesemarks were originally registered by HongKong Tobacco Company Limited(“HKTC”) in 1965 which weresubsequently assigned to ReemtsmaCigarettenfabriken GmbH (“Reemtsma”)by virtue of an assignment dated February1, 1999.

HB relied on the following grounds :-

(a) the marks were registered without anintention in good faith to use themin relation to the goods connectedwith the registrations (i.e. cigarettes),and there has in fact been no suchuse up to one month beforeinstitution of the proceedings; and

(b) there had in fact been no use of themarks in relation to cigarettes for acontinuous period of not less than 3years up to one month beforeinstitution of the proceedings.

At the outset, Reemtsma argued that HBdid not have the locus standi to file theapplication under Section 46 of the Actas HB was not a “person aggrieved” withinthe said provision. In order to be a “personaggrieved”, an applicant must show thatit may in some possible way (i.e. in apractical sense as opposed to a merely

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fantastic view) be damaged or injured ifthe trade marks sought to be expungedwere allowed to remain on the Register.Reemtsma relied on the followinggrounds:-

(a) HB did not trade in cigarettes;(b) HB was at all times only involved in

the manufacture and sale of fashiongoods such as clothing, footwear,watches and lighters;

(c) HB’s goods and cigarettes were notgoods of the same description;

(d) HB did not have intention to tradein cigarette or tobacco related goods;and

(e) there was no evidence adduced toshow that HB had suffered or wouldbe likely to suffer any damage by theregistration and use of the marks oncigarettes.

Reemtsma also argued that HB did notadduce sufficient evidence to prove aprima facie case that the marks wereregistered without intention to use themin good faith, or that there was indeedfailure to use them on cigarettes duringthe material period.

Further, Reemtsma contended that evenif there was a prima facie case of non-use, there was sufficient evidence to showthat there was use of the marks in goodfaith during the relevant period becauseReemtsma had undertaken active andsubstantial steps for preparation of thelaunch of its cigarettes bearing the mark“BOSS” in Malaysia.

Alternatively, Reemtsma argued that evenif there was non-use of the marks, theCourt should exercise its discretion notto expunge the registrations for thefollowing reasons :-

(a) Reemtsma did not abandon themarks, but instead had started usingthem in relation to cigarettes inMalaysia;

(b) Reemtsma had a genuine interest inthe marks in relation to its establishedtrade in cigarettes; and

(c) HB had never traded in cigarettesand had no intention of doing so,especially to trade in cigarettes undertrade marks containing the word“BOSS”.

The High Court ruled in favour of HBbased on the following grounds :-

(a) there was admission by HKTC that themarks had not been used oncigarettes;

(b) since the marks had not been usedwhen they were assigned toReemtsma, the assignment wasinvalid under Section 55(2) of the Actbecause it was an assignment withoutgoodwill of business associated withthe marks;

(c) in view of (a) and (b) above, it wasnot necessary to deal with the issuesraised under Section 46 of the Act.

Accordingly, the High Court ordered theregistrations be expunged from theRegister. Reemtsma and HKTC have filedan appeal against the decision which isnow pending before the Court of Appeal.

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Trade Marks

In UBS AG v UBS Corporation Berhad, UBSAG, a world renowned banking group,filed an application under Section 45 ofthe Trade Marks Act 1976 (“the Act”) foran order to expunge or, alternatively, varya trade mark registration for the mark“UBS” in the name of UBS CorporationBerhad (“UCB”). The registration was inClass 9 in respect of computer software.

The mark originally registered by UCBconsisted of the letters “UBS”, words “UserBusiness System” and a distinctivegeometrical device. UCB hadsubsequently successfully applied to alterthe mark to its present form, i.e. “UBS”.

At the outset, UBS AG argued that it wasa “person aggrieved” within Section 45of the Act in that it would in some possibleway (i.e. in a practical sense as opposedto a merely fantastic view) be damagedor injured if UCB’s registration wereallowed to remain on the Register. UBSAG relied on the following factors :-

(a) UCB’s registration was the basis forthe Registrar’s objections againstseveral of UBS AG’s applications inClass 9 for trade marks consisting ofthe letters “UBS”; and

(b) UBS AG had been providingcomputer software to its clients, andhad invested heavily in informationtechnology companies and in thecreation of software products.

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UBS AG argued that the registration shouldbe expunged or varied because of thefollowing reasons :-

(a) the alteration of the mark was outsidethe ambit of Section 44(1) of the Actbecause it substantially affected theidentity of the original mark;

(b) as UBS AG had prior rights over themark “UBS”, registration of the alteredmark was in contravention of Article6bis of the Paris Convention, Article 16of the TRIPS Agreement and thefollowing provisions of the Act :-

(i) Section 10(1)(e) - the altered markwas not distinctive of and/or notcapable of distinguishing thegoods or services of UCB;

(ii) Section 25(1) – UCB was not therightful owner of the altered mark;

(iii) Section 14(1)(a) - registrationand/or use of the altered mark byUCB or any third party with itsconsent would likely to deceive orcause confusion to the public orwould be contrary to law;

(iv) Section 14(1)(d) and (e) read withSection 14(2) - the altered markwas identical with or so nearlyresembled UBS AG’s “UBS” markwhich was well-known inMalaysia; and

(v) Section 82(2) - use of the alteredmark by UCB or any third party withits consent would constitutepassing-off.

The High Court allowed UBS AG’sapplication and ordered that theregistration be varied by restoring thealtered mark to its original form. UCB hasfiled an appeal against the decision whichis now pending before the Court of Appeal.

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Breach of EmploymentContracts: Implications

Summary of paper presented by StevenThiru at The Asia Business Forum Seminaron Employment Law & Contract, KualaLumpur, 24th and 25th January 2006

The employment contract is a distinct typeof contract and may be distinguished fromother types of contract eg. commercialcontracts, in that it deals with a specialrelationship where parties do notanticipate completion/conclusion. Theunique nature of the modern employmentcontract has been described by LordHoffman in Johnson v Unisys Ltd [2003] 1AC 518 as follows:

“ Over the last 30 years or so, the natureof the contract of employment has beentransformed. It has been recognisedthat a person’s employment is usuallyone of the most important things in hisor her life. It gives not only a livelihoodbut an occupation, an identity and asense of self-esteem. The law haschanged to recognise this social reality.”

Notwithstanding the unique nature of theemployment contract, it shares somecommon characteristics with other typesof contracts. Both contain a bundle ofexpress and implied rights andobligations. In the case of the former, theterms and conditions of service arecontained in the contract itself.

The Source of the Basic Terms andConditions of Service

The terms and conditions of servicescontained in the employment contract arederived from two main sources, namelyby consensus, and/or by operation of lawi.e. elements of employment law underthe common law and the provision of thetwo principal legislation governingemployment contracts, the Employment

Act 1955 (EA) and Industrial Relations Act1967(IRA). Terms and conditions byconsensus are standard form expressterms and conditions or are those whichare the result of negotiation. Such termsare prevalent in contracts of service ofemployees not governed by theEmployment Act.

Equally important are those terms that areimplied in this specie of contracts by law.For example contributions to theEmployees Provident Fund under theEmployees Provident Fund Act 1991 andtermination for cause under section 20of the IRA. It is pertinent to note thatexpress terms, whether arrived at byconsensus or operation of law, are notexhaustive. Implied terms exist in everycontract of service.

Generally, for employees covered by theEA, some base terms and conditions ofservice are imposed by law. Therefore,employers are obliged to comply withthese basic terms and conditions. Thosethat fall below the threshold will be struckdown under Part II of the Act.

Some examples of implied terms arethose which deal with safety, health,welfare and working environment. Thephilosophy behind implied terms is tosupply the omissions in the contract ofservice that would protect the interest ofthe employer and safeguard the status ofthe employee, for instance theimportance of the employee’s interest inbeing given actual work to do as opposedto merely receiving wages.

One of the most important implied termsin modern employment contracts is theimplied term of mutual trust andconfidence. This is a common lawinnovation that creates reciprocal dutieson the employer and the employees.Accordingly, it postulates that neither theemployer nor the employee should,without reasonable and proper cause,conduct themselves in a mannercalculated to destroy the relationship ofmutual trust and confidence that existbetween them. The implied term ofmutual trust and confidence is of greatutility in constructive dismissal cases.

When the Relationship Goes Sour: TheBreach of the Employment Contract

A breach occurs when either the employeror the employee fails to comply with theexpress or implied terms of theemployment contract. However, it ispertinent to note that not all breaches

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will lead to the cessation of theemployment relationship. Ultimately, theremedy/relief available to the innocentparty would depend on the type of thebreach. It would range from monetarycompensation, restoration/protection ofrights and the ultimate remedy ofreinstatement.

There are two convenient categories ofbreaches of the contract of service namelya statutory breach or a contractual breach.The categorisation refers to the source ofthe right or obligation that has not beencomplied with by either the employer oremployee.

A statutory breach is a breach of anymandatory provision of a statute thatwould apply to the employment contracte.g. terms and conditions of service whichare contained in the EA. The classic section20(1) IRA unfair dismissal action may alsobe classified as a statutory breach ofcontract inasmuch as it deals withdismissals which are “without just causeor excuse.” Any workman, whether or notcovered by the EA, may rely on thisstatutory provision for relief. In casesinvolving breaches of terms andconditions of service of employees whocome under the umbrella of the EA, andwhich are in respect of minimum termsand conditions of services guaranteed bythe Act, jurisdiction is vested in theDirector General of Labour to adjudicatethese matters.

In relation to the second category, thecontractual breach includes statutorybreaches (where relevant provisions areto be implied into the contract of service)but is wider. It would cover all the termsand conditions of service found in thecontract of service.

The IRA confers jurisdiction on theIndustrial Court to determine dismissalclaims, trade disputes and non-compliance action. These may all be aresult of provisions of collectiveagreements.

The concept of contractual breaches ismost evident in constructive dismissalcases where the “contract test” is appliedto determine whether the claim issustainable. Contractual breaches are alsothe main cause of action that employersrely on in actions commenced in the civilcourts against their ex-employees.

Breach of contract by the Employee

Some common examples of breachescovered by the EA include where the

employee fails to give the requisite noticeperiod and where the notice period hasnot been waived; where the employee isabsent from work for more than twoconsecutive days without prior notice orprior leave or reasonable excuse andwhere the employee is absent from workon the day immediately preceding apublic holiday without prior consent orreasonable excuse.

Further examples of other breaches of theexpress or implied terms and conditionsinclude breaches of any confidentialityprovisions (regarding trade secrets/confidential information), all forms ofmisconduct and poor performance andnegligence in the course of employmentresulting in loss/damages to a third party.

Remedies for the Employer

Although there might be breaches by theemployee which give rise to right to a civilclaim against the employee by theemployer, in practice this course of actionis not normally pursued. This reality wasrecognised by Lord Ackner in Jonata Bankv. Ahmed [1981] IRLR 488:

“ That there are few cases to be foundwhere the employer has sued theemployee for breach [of contract] is notsurprising ...[t]he employer rather thansuing for damages, which he is unlikelyto recover, is more likely to dismiss theemployee summarily ... There is nopoint in throwing good money afterbad, and the need to maintainharmonious industrial relations is likelyto be considered of greater thanachieving a barren judgement.”

Notwithstanding the practical realities ofthe matter, the employer may well pursuea civil claim before the civil courts and seekdamages or reimbursement from theemployee where the employee’snegligence or criminal act has exposed theemployer to a claim in damages by a thirdparty. In cases involving confidentialinformation, the employee may obtaininjunctory relief from the High Court torestrain/prohibit the ex-employee fromusing the information in breach of thecontract of service. A claim for indemnityis also possible.

Breach of contract by the Employer

On the other hand, examples of breachesby the employer under the EA includesfailure to pay wages in accordance withthe statutory provisions, failure to providework or pay in lieu for employeesemployed in any agricultural undertaking

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in compliance with stipulated conditionsand the failure to accord any of thebenefits conferred on an employee e.g.rest days, hours or work and holiday.

Breaches of other express or implied termsand conditions may arise as a result of adismissal from service which is “withoutjust cause or excuse” and constructivedismissals.

Remedies for the Employee

Generally, the available remedies open tothe employee depends on whether theparticular employee falls within the EA oroutside the ambit of the EA. For breachesof terms and conditions of service whichare short of a dismissal, employees whoare covered by the EA may make acomplaint to the Director General in orderto determine whether the complaintdiscloses matters which ought to beenquired into. However, the situation isdifferent for employees who fall outsidethe EA and they may have to eithercommence a civil action or claimconstructive dismissal on the basis of thebreach of the implied term of mutual trustand confidence.

In situations where there has been adismissal (including constructivedismissal), all dismissed employees mayinitiate an action in the civil courts butrelief is limited to the unpaid notice periodunder the contract of service. However,only employees who are covered by theEA can present a complaint before theDirector General for determination, butagain the relief is limited to the unpaidnotice period. The primary recourse is arepresentation under the IRA forreinstatement to the previous position(with no loss of salary and other benefitsfrom the date of dismissal) or,alternatively, compensation in lieu ofreinstatement and backwages.

Some recent developments

There have been a number of interestingdevelopments in the area of implied termof mutual trust and confidence. Recently,the courts have become increasinglyaware of the importance of the impliedterm of mutual trust and confidence. Forexample in the case of Suechi IndustriesSdn Bhd v. Umah Jeralene [2005] 1 ILR54, the employer damaged the futureemployment prospects of the employeewhen it sent out notices to third partiesthat the employee had been suspendedon allegations of fraud. This was found to

be a breach of the implied term and theclaim of constructive dismissal succeeded.In Eastwood v. Magnox Electric plc [2004]IRLR 733, the House of Lords allowed aclaim for damages for psychiatric injurycaused by a breach of the implied term ofmutual trust and confidence.

On a different matter, there is an increasingtrend among the courts to depart from therequirements of the Practice Note No. 1 of1987 on the computation of backwages.However, it is noteworthy that in a numberof recent cases, the Industrial Courts havecautioned against this run-away trend ofawarding backwages without regard to thePractice Direction.

The issue of mitigation of damages as towhether the quantum of backwages shouldbe reduced if the workman becomesgainfully employed after the dismissal hasalso been a vexed issue. The Federal Courtin Dr James Alfred (Sabah) v. KorperasiSerbaguna Sanya Bhd (Sabah) & Anor[2001] 3 CLJ 541 answered the question inthe affirmative although it held that itshould not be a “mathematical exercise indeduction.”

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DIARY

Papers presented by Shook Lin & Bok at conferences

18 April 2006 Lexis Nexis Seminar on Contract Law: Lam Ko LuenSpecific and Practical Issues in Terminating Contracts:Drafting Commercial Contracts Reviewing your Rights

Prince Hotel, Kuala Lumpur

19 April 2006 Lexis Nexis Seminar on Company Law Chay Ai LinContinuing Disclosure underBursa Securities Listing Requirements

Prince Hotel, Kuala Lumpur

15 June 2006 Lexis Nexis Seminar on Tort Law Romesh AbrahamIssues in Defamation Litigation

Crowne Plaza Mutiara, Kuala Lumpur

10-11 July 2006 The Asia Business Forum Conference Yoong Sin Minon Malaysian Land Law How Secure is Security

Over Land

JW Marriot, Kuala Lumpur

17-18 July 2006 Kuala Lumpur Regional Centre for Mohanadass Kanagasabai andArbitration and International Lam Ko LuenIslamic University Asia Pacific The 2005 Arbitration Act of MalaysiaConference on ContemporaryTrends in Mediation and Arbitration

Seri Pacific Hotel, Kuala Lumpur

Shook Lin & Bok … a snapshot

This year, the firm celebrates the 88th anniversary of its founding. From its humble origins as a sole practitionerestablished in 1918, the firm has grown into one of the three largest and oldest law firms in Malaysia today. From alitigation oriented practice, the firm has evolved into a leading full service firm offering a comprehensive range oflegal services to clients spanning the globe.

Shook Lin & Bok has distinguished itself in its commitment to highest standards of professionalism and integrity overnine decades. The firm has built on that heritage and continues to invest in the development of its human resources,team of legal practitioners and infrastructural resources, in order to deliver service with effectiveness and efficiency.The firm now has twelve practice departments representing major, though not exclusive, multidisciplinary practiceareas, and is able to draw upon the expanse of human and infrastructural resources and multidisciplinary capabilityto provide solutions customized to clients’ needs.

As a snapshot of that, the firm recently represented a bank in a major corporate exercise, and had three teams of upto twelve lawyers advising the bank, its directors and shareholders on different aspects of the exercise. The urgencyof the matter required the devotion of intensive efforts by the teams.

On another front, the firm was appointed to act for a foreign client in multi-million dollar international arbitrationclaim relating to an oil and gas contractual dispute, over a period from 2004 to 2006 with arbitration proceedings atthe London Court of International Arbitration. This complex claim was factually and logistically intense and requireddedicated resources, and the commitment of up to ten lawyers in the firm and more than twenty staff, for substantialperiods working around the clock and over weekends, with working trips to several countries. The claim was broughtto a successful conclusion recently with the award delivered in favour of the firm’s client.

The firm has come a long way since 1918, and continues to evolve in lockstep with the changing times and environment,as it forges ahead in the new millennium.

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Never lend books, for no one ever returns them;the only books I have in my library are books that other people have lent me.

(Anatole France)

Laughing and nodding in agreement when the above quote was read to her, Joyce VathapooDevi, the firm’s head librarian, shuts down her computer in Shook Lin & Bok for the very lasttime on June 2, 2006. “Yes the hardest thing is getting the books back from the lawyers.Sometimes it is like they have set up a library in their rooms courtesy of the firm” she says.

After 21 years as librarian at the firm, Joyce has called it a day. “It has been 21 years of muchlaughter and some tears and its hard to leave but it is time to move on” she says as she finishespacking her personal items and prepares for her interview.

When did you join the firm?June 1, 1985. It’s now 2006… time sure does pass quickly.

How did you come about being a librarian in the firm?I found out about the position from a family friend.

Was this your first job?No, this is my 2nd job. After school I worked at Ming Court Beach Hotel Port Dickson for abouta year.

Farewell and good wishes to long serving librarian

Do you like books?Well not initially but I’ve grown to love them a lot.

What is your favourite book?It is a book by Robin Lee Hatcher called Whispers from Yesterday. It is about faith, God’s compassion and finding your waywhen there seems to be none.

What was the most challenging/difficult thing about working as a librarian in the firm?(laughs) Well as a librarian a crisis is when a book goes missing. After twenty one years you realise that sometimes a roguebook or two rebels and mysteriously walks on out of the library never to be seen again.

Any funny incidents you can tell us about in your years as a librarian?One day, two of my colleagues came to see me in the library and out of curiosity they asked what the library’s expenditurewas for the year. I took the record book and calculator and totalled the figures quickly without looking at the calculator.Within 2 minutes I showed them the calculator. Both of them burst out in laughter and ran out of the library. I wassurprised and looked at the figure in the calculator. The calculator was not on!

Being in a law library for so many years, did you ever think of actually becoming a lawyer?Surprisingly I never have.

Who is your hero or the person you look up to? My parents.

To be a good librarian, what is the most important characteristic that a person must possess?Alertness. Remember the rebelling books (laughs). I guess one must be both alert and patient. Updating statutes and legaljournals can be quite time consuming.

How has the firm’s library grown over the years?It has grown tremendously. The number of books and types of legal journals we subscribe to has increased many timesover. I guess the biggest sign of progress is development away from traditional manual research to Internet tools like LEXIS-NEXIS.

Looking back at the years, what is your fondest memory?It was the firm’s annual dinner trip to Pulau Besar in Melaka some years back. There was a ferry trip to get to the island. I feelthe staff really bonded well during that trip.

Any last words to all your colleagues and friends?Best wishes to all my dear colleagues and friends. I want to thank all for their support and encouragement. The friendshipand memories made in the firm will stay with me always.

The firm extends its appreciation to Joyce for her twenty one years of dedicated service and best wishes to her in her futureendeavours. [David Dinesh Mathew assisted in conducting this interview.]

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The firm has had a long tradition of accepting pre-law students or students in early years of a law degreeprogramme, on attachment or internship with the firm, to gain practical work experience or exposure. Internshave been accepted not only from candidates from Malaysia, but from foreign countries, for instance, Canada.Recently, a big group of interns were welcomed by the firm, including those in the picture above.

(From left to right): Michelle Lim (Taylor’s College), Rachel Chin (HELP Institute), Sumira Jayabalan (GardenInternational School), Nurulhuda Zakariya (International Islamic University), Chai Pei Yee (Taylor’s College) andSibtain Sajan (Inti College).

A squad from the firm held a friendly indoor football match on 17 June 2006 against a team from Messrs. RajaDarryl & Low. Friendly sports matches are organized occasionally with other law firms, all in the spirit of friendlyrivalry.

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Appointments in the Arbitration Community

The firm congratulates the following of its partners on their appointments to positions in the arbitration community.

Dato’ Dr Cyrus Das was elected by the Council of the Malaysian Institute of Arbitrators(MIArb) as a Fellow of the Institute on 10 May 2006. Dato’ Das has also been appointedas an arbitrator on the panel of arbitrators of the Kuala Lumpur Regional Centre forArbitration (KLRCA). The MIArb was established in 1991 for the purpose of promotingand facilitating the recourse to arbitration as a means of dispute resolution within thecommercial community. Among the functions that it has undertaken, are the provisionof facilities for arbitration, channels for communication among individuals and bodiesconcerned with arbitration domestically and internationally, training and educationrelating to the law and practice of arbitration, and the formulation of the MIArbArbitration Rules.

MIArb Fellows constitute the highest category of membership, and its distinguishedcircle comprises retired judges of the Superior Courts and active practising arbitratorsof extensive experience. His appointments are a recognition of his standing as a seniorand esteemed advocate and solicitor who has made valuable contributions to the lawand practice of arbitration in the country.

Mohanadass Kanagasabai was elected as a member of the Council of theMalaysian Institute of Arbitrators (MIArb) at its Annual General Meeting on17 June 2006. He has also been appointed as an arbitrator on the panel ofarbitrators of the Kuala Lumpur Regional Centre for Arbitration (KLRCA) inMay 2006. The KLRCA was established in 1978 under the aucpices of theinter-governmental international law body, the Asian-African LegalConsultative Organisation. The Centre is an international arbitration centerwith ambitions of becoming the arbitration center of choice in the Asia Pacificregion. It provides arbitrators, a venue for arbitration, and the KLRCA Rulesfor arbitration, modeled with modifications, on the internationally widelyaccepted UNCITRAL (United Nations Commission on International Trade Law)Rules. In keeping with its stature as an international arbitration center, halfof the arbitrators on KLRCA’s panel are drawn from other parts of the world,including retired foreign judges. Mohan’s appointments are a recognitionof his wide experience as an arbitration practitioner. Mohan headed thefirm’s arbitration team in the large international arbitration case referred toin the article on page 16.

Lam Ko Luen was elected as Honorary Secretary of the Malaysian Institute of Arbitrators(MIArb) at its Annual General Meeting on 17 June 2006. Ko Luen is also currently theChairperson for the Education Committee of the MIArb. In addition, Ko Luen wasappointed by the Construction Industry Development Board Malaysia (CIDB) on 19June 2006 as a panel member of the Construction Industry Workshop and ConsultativeForum on the “Proposed Model Terms of Construction Contract for Sub-ContractWorks” which was held on 10 July 2006. Further, Ko Luen was also appointed by theCIDB on 11 July 2006 as a member of the Working Committee for the “StandardConditions of Contract For Design & Build” chaired by the Master Builders AssociationMalaysia (MBAM). CIDB is a statutory body established by the Malaysian FederalGovernment back in 1994 entrusted with the responsibility of coordinating the needsand wants of the construction industry, planning the directions of the industry,addressing the pertinent issues and problems faced by the industry and makingrecommendations in the formulation of policies for the industry. MBAM on the otherhand was founded in 1954 by a group of pioneer Malaysian Master Builders led bythe late Tan Sri Dato’ Low Yat. Since then, MBAM has evolved into an extensiveumbrella organisation that represents the Malaysian construction industry and servicessector, and is devoted to further promoting and developing the construction industry.Ko Luen’s appointments are a recognition of his experience and exposure in the fieldof arbitration, building and construction.

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Too Hing Yeap Ext [email protected]

Dato’ Dr Cyrus V Das Ext [email protected]

Porres P Royan Ext [email protected]

Lai Wing Yong Ext [email protected]

Patricia David Saini Ext [email protected]

Nagarajah Muttiah Ext [email protected]

Michael CM Soo Ext [email protected]

Romesh Abraham Ext [email protected]

Jalalullail Othman Ext [email protected]

Yoong Sin Min Ext [email protected]

Yuen Kit Lee Ext [email protected]

Ivan Ho Yue Chan Ext [email protected]

Khong Mei Lin Ext [email protected]

Lee Wooi Mien Dahlia Ext [email protected]

Mohanadass Kanagasabai Ext [email protected]

Steven Thiruneelakandan Ext [email protected]

Adrian Hii Muo Teck Ext [email protected]

Goh Siu Lin Ext [email protected]

Hoh Kiat Ching Ext [email protected]

Lam Ko Luen Ext [email protected]

Chay Ai Lin Ext [email protected]

Sudharsanan Thillainathan Ext [email protected]

Chan Kok Keong Ext [email protected]

Tharmy Ramalingam Ext [email protected]

CONSULTANTMichael KL Wong Ext [email protected]

PRACTICE AREAS & PARTNERS

CORPORATELai Wing YongPatricia David SainiJalalullail OthmanYuen Kit LeeIvan Ho Yue ChanKhong Mei LinHoh Kiat ChingChay Ai Lin

BANKING & FINANCELai Wing YongPatricia David SainiJalalullail OthmanYuen Kit LeeKhong Mei LinHoh Kiat ChingChay Ai Lin

PROPERTY & CONVEYANCINGLai Wing YongPatricia David SainiJalalullail OthmanYuen Kit LeeKhong Mei LinHoh Kiat ChingChay Ai Lin

INSURANCE, SHIPPING &AVIATIONPorres P RoyanNagarajah MuttiahRomesh AbrahamSteven ThiruneelakandanSudharsanan Thillainathan

BANKING & FINANCE LITIGATIONToo Hing YeapPorres P RoyanYoong Sin MinLee Wooi Mien DahliaAdrian Hii Muo TeckGoh Siu LinChan Kok KeongTharmy Ramalingam

BUILDING, CONSTRUCTION &ARBITRATIONDato’ Dr Cyrus V DasNagarajah MuttiahMohanadass KanagasabaiLam Ko Luen

GENERAL & CIVIL LITIGATIONDato’ Dr Cyrus V DasPorres P RoyanNagarajah MuttiahRomesh AbrahamMohanadass KanagasabaiSteven ThiruneelakandanAdrian Hii Muo TeckGoh Siu LinLam Ko LuenSudharsanan ThillainathanTharmy Ramalingam

INTELLECTUAL PROPERTY,INFORMATION TECHNOLOGY &LICENSINGMichael CM SooPorres P RoyanIvan Ho Yue Chan

PROBATE & ADMINISTRATIONDato’ Dr Cyrus V DasGoh Siu Lin

EMPLOYMENT & LABOURDato’ Dr Cyrus V DasRomesh AbrahamSteven Thiruneelakandan

TAX ADVISORY & COMPLIANCEDato’ Dr Cyrus V DasSudharsanan Thillainathan

COMPANY SECRETARIALSERVICESToo Hing YeapChay Ai Lin

The contents of this publication are ofa general nature and not intended aslegal advice. For any specific legaladvice, please contact the partners.

© Shook Lin & BokAll rights reserved

Shook Lin & Bok20th Floor, AmBank Group Building55, Jalan Raja Chulan50200 Kuala LumpurMalaysia

Tel: (603) 20311788Fax: (603) 20311775/8/9

website: www.shooklin.com.myemail: [email protected]

PARTNERS

EDITORIAL BOARDAdrian Hii Muo Teck

Steven ThiruneelakandanGoh Siu Lin

EST 1918KUALA LUMPURSHOOK Lin � BOK

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legal update issue 2 2006

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