JUDGMENT

Nallini Pathmanathan FCJ:

Introduction

[1] This is an appeal by Low Cheng Teik and three others ('the Appellants') against the decision of the Court of Appeal finding:

(i) Oppression against Low Ean Nee ('the Respondent'), a member with an equal shareholding in SNE Marketing Sdn Bhd ('the Company'); and

(ii) Granting the remedy of a buy-out of the Respondent's shares pursuant to s 346 of the Companies Act 2016 ('the Act'). Out of eight grievances, one act was found to establish oppression, stemming from a single Director's breach of fiduciary duties, relating to a diversion of assets of the Company. This breach of duty by the Director was remedied before and during the course of this action.

[2] In the High Court, the Respondent, who was the Plaintiff, brought eight separate grounds in support of her oppression action. The High Court rejected all eight complaints of oppression, dismissing the action. On appeal, the Court of Appeal upheld the rejection of seven out of eight of the grounds but reversed the High Court's decision on one complaint of oppression.

[3] This ground of complaint, summarily put, concerned the assignment of a series of trademarks of the Company to one SNE Global Sdn Bhd ('SNE Global'). The Court of Appeal concluded that the Appellants had, by such assignment of the trademarks, acted so as to benefit themselves indirectly, via other corporate entities, that were controlled by or related to them, to the prejudice of the Respondent, who held a substantial shareholding in the Company. The Appellants were accordingly found to be liable for oppression.

[4] The primary issue that arose for consideration in this appeal was whether this particular grievance of the Respondent was properly brought by way of an oppression action. This, in turn, warrants a consideration of whether the grievance featured: