Malaysia legislation
Section 128C
Section 128C
(a)
the transferor shall not be required to notify or obtain the approval of their shareholders or creditor in a general meeting or otherwise, or any governmental, regulatory or other authority whatsoever, or any other person thereby affected notwithstanding any contract, anything in the constituent documents of the transferor or anything in any law including without limitation the Companies Act 2016, the Financial Services Act 2013 and the Islamic Financial
Services Act 2013;
(b)
the transferee shall not be required to make a take-over offer or be required to acquire the shares of other shareholders of the member institution or the shares of borrowers under any borrowing and lending arrangements for shares, notwithstanding any contract or anything in any law; and
(c)
subject to subsection (2)—
(i)
no person may terminate or amend any agreement with the member institution or claim an accelerated payment under any such agreement with the member institution by reason only of the making of the transfer order or change in the holders of the shares issued by the member institution;
(ii)
any stipulation in an agreement is of no force or effect if it has the effect of providing for, or permitting, anything that, in substance, is contrary to subparagraph (i); and
(iii)
any stipulation in an agreement is of no force or effect if it provides, in substance, that the member institution ceases to have the rights to use or deal with the assets that the member institution would otherwise have on the making of the transfer order or change in the holders of the shares issued by the member institution.
(2)
The enforcement by the parties of their rights under a qualified financial agreement shall not be affected by the making of a transfer
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order for the transfer of all or any of the shares issued by the member institutions.
(3)
The Corporation may, with the approval of Bank Negara
Malaysia, in exercising its powers under paragraph 99(1)(ga), by notice in writing—
(a)
remove from office, with effect from such date as may be specified in the notice, any director, officer or employee of the member institution;
(b)
vary or terminate the contract of service of any director, officer or employee of the member institution, as may be specified in the notice; or
(c)
appoint any person as a director, officer or employee of the member institution subject to such terms and conditions as the Corporation may specify.
(4)
Before exercising its powers under subsection (3), the
Corporation shall give the director, officer or employee of such member institution an opportunity to make representation.
(5)
For the avoidance of doubt, where the Corporation exercises its powers under subsection (3), the Corporation, the member institution or the transferee shall not be named as a party in any claim or application made or joined as a party in any proceeding commenced or continued by or on behalf of such director, officer or employee of the member institution pursuant to the Industrial Relations Act 1967 or the
Employment Act 1955.
(6)
A transfer order may require or permit—
(a)
a transferor to provide a transferee or the Corporation with information and assistance; or
(b)
a transferee to provide a transferor or the Corporation with information and assistance.
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(7)
Any person in complying with the transfer order for the purposes of subsection (6) shall not be treated as being in breach of any law, contract, agreement or arrangement.
(8)
The transfer order issued in accordance with this Chapter shall be final and binding on all persons to whom the transfer order is made or who are affected by the transfer order regardless that such persons had no notice of any circumstances which led to the making of the transfer order, or had no opportunity to be heard by, or make any representation to, the Corporation regarding the transfer order.
(9)
This Chapter shall have full force and effect notwithstanding—
(a)
anything contained in any law relating to shares and directors, officers and employees of the member institution including the law by or under which the member institution is constituted, established, incorporated or registered; or
(b)
anything contained in the constituent document of the member institution or in any contract entered into by or on behalf of the member institution or in any contract affecting the shares issued by or otherwise relating to the member institution.
Replacement transfer order