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You see what I mean? Zombies are trying to control your mind! Read the report and similar ones from the Internet, and make your own decision, not anyone here, including me!
2. Can a Major Shareholder Pressure the Board to Do Nothing?
In practical terms:
Yes, a major shareholder can exert influence, especially if the board consists mostly of directors aligned with or appointed by that shareholder.
However, from a legality and governance standpoint:
No, they cannot validly instruct the board to violate listing rules.
A major shareholder may wish to delay rectification to push toward a forced delisting or privatisation scenario, but any explicit instruction to ignore Bursa rules would be:
a breach of the Major Shareholder’s duties under the Companies Act (if behaving oppressively),
a breach of directors’ obligations if followed blindly,
exposing directors to regulatory, civil, and possibly criminal consequences.
In real life, such influence is typically indirect or tacit.
3. Does the Board Have Fiduciary Duties to Maintain Listing Status?
Yes. Directors’ duties in Malaysia are governed by the Companies Act 2016, including:
Section 213 — Duty to act in the best interest of the company
Directors must act in the interest of the company as a whole (not only the major shareholder).
Interpreting “company’s best interest”
For a listed company, the “best interest” includes:
Maintaining compliance with Bursa Malaysia Listing Requirements
Protecting all shareholders (including minority shareholders)
Avoiding actions that cause regulatory penalties, reputational harm, or suspension
Therefore, directors have a fiduciary obligation to take reasonable steps to maintain the company’s listing status.
Consequences of negligence or inaction:
If directors refuse to act to restore the public spread:
Bursa Malaysia may take regulatory action (including reprimands or fines).
Minority shareholders may sue for:
minority oppression (Section 346 CA 2016)
breach of fiduciary duty
Directors risk personal liability if they knowingly act against the company’s interests.
In short:
Failure to take rectification action is potentially a breach of fiduciary duty, especially if the inaction benefits only the major shareholder.
5. Applying This to the Genting Malaysia Situation
Important points:
Genting Berhad holds a large stake in Genting Malaysia but is not yet at the 75% threshold that would trigger a mandatory delisting offer.
If Genting Berhad continues buying shares and accidentally breaches public spread requirements (public float < 25%), Genting Malaysia must submit a rectification plan.
The Genting Malaysia board includes independent directors who are legally required to protect minority shareholders.
Could Genting Berhad pressure the board to “do nothing”?
They could try, but:
Any board that fails to act risks legal and regulatory consequences.
Independent directors have duties and cannot simply follow the parent company’s desires.
Bursa would view intentional non-compliance very negatively.
If the board intentionally fails to restore free float:
Bursa can suspend trading.
Minority shareholders could sue Genting Malaysia’s directors.
The major shareholder may not automatically get an easier privatisation — Bursa still controls delisting approval.
Thus, the strategy of “letting suspension happen on purpose” is risky and not guaranteed to benefit the major shareholder.
6. Bottom Line
1. Can the major shareholder pressure the board to not fix the free float?
They can try, but the board cannot legally comply.
Doing nothing violates directors’ fiduciary duties and Bursa rules.
2. Does the board have fiduciary duties to all shareholders to maintain listing status?
Yes.
Failure to take reasonable rectification steps can expose directors to legal liability.
3. Could inaction lead to suspension by Bursa?
Yes — but if proven intentional, it may bring legal consequences against the directors and possibly the controlling shareholder.
4. In the case of Genting Malaysia
It would be legally and reputationally dangerous for the board to ignore Bursa’s rectification requirement, even if Genting Berhad wants eventual privatisation.
Google AI:
"Following the failed privatization bid for Genting Malaysia Bhd (GENM) on December 1, 2025, the offeror, Genting Bhd (GENT), and parties acting in concert are restricted from making another takeover offer for the same company for a period of 12 months. This 'cooling-off period' is mandated by the Malaysian Rules on Take-Overs, Mergers and Compulsory Acquisitions."
简单来说，即使迟些时候，Genting Group收购超过75%，Genting Malaysia 并不会自动停牌。之前已经有很多类似的例子了。是的，Genting大老板可以“明示”、“暗示” Genting Malaysia 的董事，要求他们”配合“，好让Genting Malaysia 被Bursa 停牌，以吓吓小股东。可是这可是犯法的！林家敢做吗？值得做吗？也许只是一些不明就里的Genting小股东在幻想罢了。其实我认为两边的小股东都是在同一条船上。Genting Malaysia 也好， Genting Group 也好，只要公司的 corporate governance 有问题，大股东继续占小股东便宜，任何一家Genting 的估值都是继续大打折扣！
One credible reference cited is "Mergers & Acquisitions Laws and Regulations Malaysia 2025." Of course, after so many use cases, I trust Google AI can find the right information!
@James, true, I do not trust LKT as well—too ambitious! Since I acquired the GENM shares very low in April, I may still hold them until May next year to witness the effects of the drastic Fed rate cut on the ringgit (stronger) and GENM (mostly ringgit generator)!
Ambitious is not wrong. But Genting has serious corporate governance problems. The way it funded Empire Resort by initially subscribing multiple rounds of preference shares rather than outright purchase; the way it structured the deal below 5% value to evade a vote by the minority; all of them speak volume about its treatment of minority shareholders. That's why cheap has become cheaper over the years.
Google AI:
"In Malaysia, forcing people to sell stocks is a crime under market manipulation laws, primarily governed by the Capital Markets and Services Act 2007 (CMSA). The Securities Commission Malaysia (SC) oversees these regulations and has taken action against individuals for manipulating stock prices through various deceptive and unlawful practices."
Although Xenomorphs may have advanced technologies to foresee future events, this one is super dumb, haha:) My sympathy for those who switched (under his spell) to GENT at RM3.52 or similar prices!
I suggest don't share your buy or sell details in the forum. It only invites more (usually negative) comments and creates unnecessary psychology burden on yourself.