Schemes of Arrangement in Malaysia: Pre & Post 2010

Abstract

Schemes of arrangement can be used as an easier vehicle in a corporate acquisition. An approved scheme is binding on all including shareholders. The issue is how shareholders particularly minority in target company can be treated under a scheme. The main objective of this paper is to analyze key changes of legal framework of schemes of arrangement after coming new Code in force, and to evaluate the rights of minority shareholders in a scheme of arrangement which results in the transfer of control of a company. It further attempts briefly to acquire basic understanding of schemes as well as to consider certain factors, in the form of pros, which may make a scheme more attractive than an offer, and some disadvantages which may make it more appropriate for a bidder to proceed with a takeover by way of an offer. This writing is mostly analytical in nature, and largely based on secondary materials like books, articles, and several online writings. Primary sources of law including certain foreign judicial decisions have also been used in this paper. The scope of this article is limited as it is going to concentrate on only the use scheme of arrangement for takeover purpose and mainly within Malaysian legal authority. Scheme proposed between company and its creditors is also beyond the ambit of this writing. It does not want to argue that whether treatment of all involved in a scheme is fair rather it seeks to extend the debate in a new direction by stating rights of shareholders including minority are being protected under a scheme of arrangement especially after changes.