RDS Partnership

In Chia Seong Pow v Alexma Corp Sdn Bhd [2026] MLJU 658, the Court of Appeal held that a binding contract for the sale of land may arise even where the SPA was never formally executed. The court’s focus was not on whether the agreement carried the label “draft”, but whether the parties had already agreed on the essential terms of the transaction. The decision is a timely reminder for purchasers, vendors, developers, property agents and solicitors alike that in an era of WhatsApp messages and email negotiations, informal communications may carry significant legal consequences. This ruling also reflects the courts’ continuing adaptation to modern commercial realities, where negotiations increasingly unfold through digital communications rather than traditional face-to-face meetings and formally signed correspondence. The broader message is clear: courts will look beyond labels and technicalities to examine the substance of the parties’ dealings. In appropriate circumstances, even a brief electronic confirmation may be sufficient to create binding legal obligations. For purchasers, vendors, developers, agents and solicitors alike, the case serves as a cautionary reminder that negotiations should never be treated casually. In the digital age, a simple “Ok proceed” may ultimately prove far more consequential than intended.   Read more: https://lnkd.in/gmMyNwgN #RDS #ImaginingLegalSolutions

Curious how infrastructure projects evolve from development to acquisition? Here’s where the conversation begins. RDS Webinar Series 2026 brings you “From Concession to Acquisition: The Lifecycle of Infrastructure Deals”, featuring Kamilah Kasim and Raphael Tay, Partners at RDS Partnership. Gain valuable insights into how project structuring, risk allocation, and M&A strategy intersect in power and infrastructure transactions, from project award and financing to acquisitions, restructuring, and exits. Discover how project risks shape acquisition risks, how contractual arrangements impact valuation, and what drives investment appetite in operational infrastructure assets. 📅 11 June 2026 ⏰ 3:00 PM – 3:40 PM 💻 Via Zoom Don’t miss this opportunity to gain practical insights into the lifecycle of infrastructure deals. Scan the QR code to register now.

时间至关重要”（Time is of the Essence）条款在商业合同中已变得极为普遍，其原意是确保双方严格遵守约定期限。然而，在某些情况下，这类看似标准的条款，反而可能对守约方造成不利后果。 欢迎阅读我们最新的文章，一同探讨“时间至关重要”条款与诉讼时效之间的关系，以及其对商业合同及合同权利执行所带来的法律影响。 Read more: https://lnkd.in/gQE5ZJqG #RDS #ImaginingLegalSolutions

The High Court yesterday granted leave and an interim stay in Berjaya Group’s judicial review against the Inland Revenue Board’s RM428 million transfer pricing assessment. RDS Partnership Tax, SST and Customs Partner, S. Saravana Kumar and Associate, Jia Hua Tan appeared for the Berjaya Group. While the High Court has not yet determined the substantive merits of the dispute, the decision is significant because it recognises that the application raises serious and arguable questions of law concerning the interpretation and application of Malaysia’s transfer pricing regime under Section 140A of the Income Tax Act. The case raises several issues of broader importance to taxpayers and international tax practitioners, including: • Whether variations in intra-group financing arrangements are permissible under Malaysian transfer pricing law and OECD principles; • Whether the IRB may disregard the commercial and economic substance of group funding arrangements; • Whether the statutory requirement of a “reason to believe” under Section 140A(3) was properly satisfied prior to the imposition of adjustments; and • Whether transfer pricing enforcement must remain grounded in law, evidence, and accepted economic analysis rather than retrospective reconstruction. As transfer pricing enforcement continues to intensify globally, disputes increasingly sit at the intersection of tax administration, administrative law, and international economic principles.

RDS Partnership Tax, SST & Customs Partner, S. Saravana Kumar acted for Distinctive Acres Sdn Bhd, an investment vehicle of UOA Development Berhad, in successfully obtaining leave to challenge a RM165.66 million tax assessment and penalty issued by the Inland Revenue Board arising from the 2020 disposal of UOA Corporate Tower to UOA REIT. The High Court also granted an interim stay pending further inter-partes stay hearing. This case has the potential to become an important landmark authority in Malaysian tax jurisprudence, particularly given its similarities to Ketua Pengarah Hasil Dalam Negeri v Exceptional Landmark Sdn Bhd(which was also handled by the firm’s tax practice) and the broader questions arising from the revenue authority’s attempt to characterise gains from a real property transaction as income subject to corporate tax treatment. The dispute raises fundamental issues concerning the interaction between the Income Tax Act and the Real Property Gains Tax Act 1976, including whether transactions falling within the specific statutory framework governing real property gains may nevertheless be recharacterised in a manner that results in impermissible double taxation. Saravana was assisted by Amira Azhar, Jia Hua Tan and Yuna Ng U in this matter.

Earlier this afternoon, RDS Partnership Tax, SST & Customs Partner, S. Saravana Kumar joined Ms Lim Phing Phing as a panel member for a session organised by CPA Australia on the topic “Non-Executive Directors and Personal Tax: An Essential Boardroom Conversation.” The discussion was chaired by Mr Surin Segar, Chairman of the CPA Australia Tax Committee (Malaysian chapter). Among others, Saravana spoke on the role of an independent director, which is no longer confined to strategy, oversight and governance alone. Increasingly, directors must also appreciate the personal tax implications that may arise from board decisions, remuneration structures, cross-border responsibilities and regulatory expectations.

The Court of Appeal in P G Doraisamy a/l P Gopal v AmInvestment Bank Bhd and other appeals [2026] MLJU 919 has recently revisited the interplay between the law of discovery under Order 24 of the Rules of Court 2012 and the statutory secrecy obligations imposed under the Securities Industry (Central Depositories) Act 1991 (SICDA 1991) and the Financial Services Act 2013 (FSA 2013), which clarifies the extent to which financial institutions and authorised depository agents may rely on statutory secrecy provisions to resist disclosure. This case serves as a useful reminder that the secrecy provisions under the SICDA 1991 and the FSA 2013 cannot be relied upon as a blanket defence to resist discovery applications, in which the documents relating directly to transactions between the parties in dispute will generally not be protected by these secrecy provisions. However, where the documents sought extend to information involving third-party accounts or securities/CDS account details, the secrecy provisions under SICDA 1991 and FSA 2013 will apply, subject only to the limited exceptions provided under the respective statutes. Read more: https://lnkd.in/gUKKtxpS #RDS #ImaginingLegalSolutions

The Edge Malaysia published a commentary by RDS Partnership partner, S. Saravana Kumar where he explains Malaysia’s long-term competitiveness will depend on combining policy certainty, skilled talent, innovation capability and strategic partnerships to move beyond assembly-based manufacturing into higher-value industrial leadership. This commentary was adapted from Saravana’s recent presentation at the roundtable chaired by the Deputy Prime Minister at the Malaysia-China Forum on EV, Battery and New Energy. As global supply chains shift amid US–China tensions, Southeast Asia is competing not just on cost, but on technology capability, talent, regulatory certainty and industrial ecosystem strength. Malaysia remains a key semiconductor and manufacturing hub, while competition in EVs, batteries and green technology continues to intensify across the region. At the Malaysia-China Forum on EV, Battery and New Energy Talent Development and Innovation (MCEF 2026), Deputy Prime Minister Ahmad Zahid Hamidi highlighted the importance of deeper Malaysia–China collaboration in EVs, batteries, renewable energy and advanced manufacturing. He stressed that future growth will depend on stronger technology transfer, talent development and industrial partnerships. In this evolving landscape, our firm RDS Partnership with our strategic alliance partner DeHeng Law Offices from China, play an important role by supporting cross-border industrial collaboration, regulatory coordination and strategic advisory work in energy, EV and advanced manufacturing projects. Beyond legal and compliance functions, advisers increasingly help structure partnerships, manage investment risks and facilitate technology-driven industrial development.

Corporate bond issuances in Malaysia operate through a network of professional advisers responsible for structuring, disclosure and post-issuance monitoring. The integrity of this framework depends not only on the issuer, but on the accuracy and completeness of information disseminated to investors. The decision in Maybank Trustees Berhad (formerly known as Aseambankers Malaysia Bhd) v Amtrustee Bhd & Ors and other appeals [2020] 4 MLJ 405 stands as one of the most consequential decisions in Malaysian capital market history, which clarifies the scope of duties owed by professional advisers like banks, trustees and auditors in a bond programme, and the legal consequences when each of them falls short. This case serves as a cautionary tale and demonstrates that markets are not protected by attributing all blame to fraudsters. In fact, it is protected by ensuring that the advisers, like lead arrangers, trustees, and auditors to exercise their obligations throughout the transaction and not merely pointing fingers after the damage is done. As Malaysia’s courts continue to navigate complex disputes particularly in bond matters, the framework laid down in this case remains as a foundational guide for all. Read more: https://lnkd.in/gYPgQzY8 #RDS #ImaginingLegalSolutions

High school might be over, but the competition definitely isn’t 📚⚡ RDS Partnership's Back to High School Pop Quiz was everything we hoped for and more. From rapid-fire Kahoot rounds to that scramble for the top of the leaderboard, you all brought the energy, the laughs, and some seriously impressive trivia skills. Shout to our winners who crushed it and took home the cash prize. And to everyone else, thanks for showing up, playing hard, and making it an evening to remember.