Acquisition impediments: a review of Malaysia’s shareholder-centric take-over rules

Arif Zakaria, Mohd Radhuan and Ambaras Khan, Mushera Bibi and Abdul Jumaat, Mahmud (2026) Acquisition impediments: a review of Malaysia’s shareholder-centric take-over rules. IIUM Law Journal, 34 (1). pp. 49-92. ISSN 0128-2530 E-ISSN 2289-7852

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Abstract

Take-overs and mergers in Malaysia are primarily regulated by the Malaysian Code on Take-overs and Mergers and the Rules on Takeovers, Mergers and Compulsory Acquisitions. These regulations aim to safeguard the interests of shareholders, especially those of target companies, by ensuring that they receive fair and equal treatment during takeover bids. However, the strong emphasis on shareholder protection may inadvertently deter acquirers from initiating takeover transactions, thereby limiting market activity and affecting Malaysia’s competitiveness as a destination for corporate acquisitions. This article critically examines whether the existing regulatory framework poses challenges to acquirers in initiating an acquisition. It focuses on key components such as the mandatory take-over offer, compulsory acquisitions, directors’ duty not to frustrate a take-over, and deal protection measures. The research adopts a doctrinal methodology emphasising statutory and regulatory analysis, supported by case law and policy insights, and extends its scope through a comparative assessment with Singapore to place Malaysia’s framework in a regional context. The findings suggest that while the current rules may impose certain constraints on acquirers, they also offer strategic advantages in some contexts. The article recommends the incorporation of deal protection mechanisms into the Malaysian takeover and merger rules to enhance legal clarity and certainty for all the parties involved.

Item Type:	Article (Journal)
Additional Information:	The journal has been listed in the WOS, but the article is not yet indexed - NZJ 13/6/2026
Uncontrolled Keywords:	Take-overs, Mergers, Regulatory Framework, Shareholders, Deal Protection Measures.
Subjects:	K Law > K Law (General) K Law > K1001 Commercial Law
Kulliyyahs/Centres/Divisions/Institutes (Can select more than one option. Press CONTROL button):	Ahmad Ibrahim Kulliyyah of Laws
Depositing User:	Dr Mushera Ambaras Khan
Date Deposited:	13 Jun 2026 13:13
Last Modified:	13 Jun 2026 13:13
Queue Number:	2026-06-Q3714
URI:	http://irep.iium.edu.my/id/eprint/129351

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