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CHAPTER 1 THE STRUCTURE OF THE THESIS
The two introductory chapters, Chapters 2 and 3, provide an overview of the research
undertaken in the thesis. Chapter 2 looks at the broad research question which is the
central theme of the thesis and explains the doctrinal and comparative legal methods
adopted. Chapter 3 discusses the main literature reviewed in the thesis.
Chapter 4 traces the historical development of corporate and insolvency law in all
four jurisdictions, i.e. Malaysia, the UK, New Zealand and Australia. The purpose is
to trace and show the close historical, legislative connection between these countries.
The Malaysian judges and Law Commission have always referred to these
jurisdictions in construing the law as well as in proposing law reforms. Due to these
factors, the three jurisdictions have been identified for the purpose of comparison
with Malaysia in the thesis.
Chapter 5 provides the foundation of the thesis. It looks at theories of the corporation
such as the corporate personality, limited liability and separate legal entity, and
illustrates the relationship of these theories with the need to protect creditors. It
illustrates situations when creditors’ interests are affected and the legal response to
problems such as courts’ reluctance to lift the veil, directors’ duties in groups of
companies, as well as the liability of holding companies to subsidiaries. It also
provides analyses of cases to determine whose interests directors are representing
when the company is insolvent.
The discussion in Chapter 6 focuses on the interests of various parties in a
corporation, particularly the shareholders and creditors. Two main themes - the
shareholders wealth maximization and stakeholders - form the basis of the chapter.
The shareholder theory works on the assumption that shareholders are part of the
company and they are vulnerable and would not be able to protect themselves
without legal provisions. The stakeholders’ theory argues that a company is
comprised of an intricate web of relationships with many parties, including
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