PART I: Secretary`s Role In a Take

PART I: Secretary’s Role In a Take-Over Exercise
PART II: Shareholders Have Rights Too!
PART I: Secretary’s Role In A Take-Over Exercise 9.00 am - 1.00pm [4 CPD Hours]
PART II: Shareholders Have Rights Too!
2.00pm - 6.00pm [4 CPD Hours]
PART I: Secretary’s Role In A Take-Over Exercise
PART II: Shareholders Have Rights Too!
Whether a company is going to take-over another company or is
the target of a take-over, there are numerous provisions and
obligations that must be adhered to by the offeror or offeree
company as set out in the Malaysian Take-over & Merger Code
2010 (“the Code”). The Secretary plays an important role in
advising the Board of the various provisions that must be
complied with according to the Code.
There are various provisions in the Companies Act 1965 (“the
Act”) and its Articles of Association of a company that confers
wide powers of management to its Directors and the
shareholders is generally able to control the exercise of the
board’s powers indirectly through its power of appointment.
This course aims to outline the legal position of shareholders in
a private limited company, the pitfalls, the precautions that can
be taken and what can be done if relationship between
shareholders and relationship with the company directors turn
This course will provide an overview of the Code and will focus
on corporate transactions and shareholder action that can raise
issues on compliance with the Code. It will highlight the
secretary’s role in advising the Board at how, when and why the
Code can be triggered.
• Overview on the contents of the Code and Practice Notes
• Securities Commission Guidelines on take-overs and
• Compulsory acquisition of shares
• Reverse take-overs and back-door listing
• Understand the obligations of the offeror and offeree
company in a take-over exercise
• Gain an understanding of the disclosure requirements in a
take-over exercise
By attending this programme, the participants will :
 Have an understanding of the application of the Code
 Receive a checklist of the actions to be taken in a take-over
 Note the role and responsibilities of various parties in the
implementation of a take-over exercise.
Definition of shareholder and member
Restriction on membership of companies
Substantial shareholders’ obligations
Deceased shareholders and legal representatives
Duties and Rights of a shareholder – obligation to pay
calls, right to transfer shares, right to requisite meetings,
rights at company meeting, right to dividends
• Shareholder dispute and minority oppression
By attending this programme, the participants will :
 Have a better understanding of the legal rights of a
 Note the situations where shareholders can override
management decisions
 Note the statutory protection against oppression and
the Remedies available
Company Secretaries, Directors, Auditors and Accountants
Leong Oi Wah is a Fellow Member of the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) and has more than 30
years of experience in handling corporate secretarial matters in the profession and the corporate sector.
She has been involved in advising on corporate secretarial requirements including corporate restructuring and compliance with various
regulatory bodies such as the Registrar of Companies, Bursa Malaysia Securities Berhad, Securities Commission and other authorities.
She is currently Director, Corporate Development of Epsilon Advisory Services Sdn Bhd which specialises in providing the full range of
corporate secretarial and advisory services. She is a regular trainer of MAICSA’s Continuing Professional Education programme and is a
member of the Technical and Public Practice Committee of the Institute.
MAICSA Training Division
Bangunan MAICSA, No. 57 The Boulevard, Mid Valley City
Lingkaran Syed Putra, 59200 Kuala Lumpur
Normal fee
Part I or Part II
**Early Bird Fee
(register & pay
before 24/2/2015)
Part I or Part II
Group Fee (RM)
(for 3 or more
registration from the
same organisation)
Part I or Part II
Part I & Part II (RM)
MAICSA Member/graduates/
Non Member
MAICSA member’s staff*
Part I or Part II : The fee is inclusive of course material and a tea break
Part I & Part II: The fee is inclusive of course material, lunch and tea breaks
* The staff of the sponsoring MAICSA member and he/she must report directly to the MAICSA member in the same organisation. The staff is
entitled to the member’s rate and is NOT entitled to group and early bird fee. The Sponsoring MAICSA member is required to indicate his/her
name, designation and membership number in the registration form.
** Normal rate will be applicable if we do not receive payment before 24/2/2015.
All registrations MUST be accompanied with full payment. Admittance will not be permitted unless payment is received. Payment for normal rate
shall be made within two (2) weeks from the date of the invoice or on the day of the event, whichever earlier.
Upon registering, participant(s) are considered successfully registered for the event. The registration fee(s) is/are non-refundable nor allocated to
another programme if the participant(s) decides to cancel/ withdraw the registration less than five (5) working days prior to the event date or no show
on the day of the programme. Cancelled unpaid registrations will also be liable for full payment of the registration fee. (Note: Cancellation/withdrawal
must be in writing).
If you intend to send a replacement, please notify us in writing at least five (5) days before the event. The CPD hours will be allocated to the
designated attendees. If the replacement is not a Member, the appropriate fees will apply.
REMINDER: Please produce national registration identity card/passport upon registration for identity verification. Certificate of
Attendance will only be released to registered participants upon full attendance with full payment.
Please email/fax/post this form and submit payment to:-
MAICSA Sarawak Liaison Centre
2nd Floor, Lot 144, Jalan Petanak
93100 Kuching
Tel: +6082-254 590 Fax: +6082-253 857
Attention: Ms Pauline Kon
For details of other training events, please visit the MAICSA website at
MAICSA reserves the rights to make amendments to the programme without prior notice to the participants and to cancel or postpone the session if
the minimum number of participants is not met. If your organisation requires an official invoice, please contact the MAICSA Training Division. Upon
signing the registration form, you are deemed to have read and accepted the terms and conditions
Part I: Secretary’s Role In A Take-Over Exercise
Part II: Shareholders Have Rights Too!
Part I & Part II (CS100315SW)
Payment by cheque - made payable to MAICSA
Bank & Cheque No.:
Amount RM:
Payment by Credit Card/Debit card
Cardholder’s Name:
Card No.:
Expiry Date:
I authorise payment of RM:
Cardholder’s Signature:
Payment By Direct bank-in /Online/EFT Payment:
Please remit the payment to the following account:
Bank: RHB Bank Berhad, Mid Valley
Account name: MAICSA
Account number: 2-64094-0000-4232
Please fax the bank-in slip/ online transaction slip/ EFT payment advice to 082-253 857
MAICSA Training Division
Bangunan MAICSA, No. 57 The Boulevard, Mid Valley City
Lingkaran Syed Putra, 59200 Kuala Lumpur
Please register me for the event:
Part I: Secretary’s Role In A Take-Over Exercise
10 March 2015, 9.00am - 1.00pm (CS100315S1)
Part II: Shareholders Have Rights Too!
10 March 2015, 2.00pm-6.00pm (CS100315S2)
Part I & Part II
10 March 2015, 9.00am- 6.00pm (CS100315SW)
Full Name as per IC (Dato’/Datin/Dr/Mr/Mrs/Ms)*: _______________________________________________________________________________
Designation*: _________________________________________ MAICSA No.:____________________ Email* : ______________________________________________
Address*: _________________________________________________________________________________________________________________________________
Contact Person*:__________________________________________________ Email*:__________________________________________________________________
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Sponsoring member (If applicable)
Name*: _________________________________________________Designation*:________________________________ MAICSA membership: _____________________
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