By Peter Lee
Since Connie (Lee Sr’s second wife and Co-Administrator) agreed to accept the cash proposal of RM5.4 million instead of accepting shares to her entitlement in her husband’s three family companies which the first family is managing, she meets up with John (Lee Sr’s eldest son and Co-Administrator) at Dave’s (Lawyer) office to sign the Sale and Purchase Agreement for the sale of her shares entitlement. Before she signed the documents, she requested for the entitlement of $250,000 for herself and $111,111 for each of her three children from the joint bank account between her husband, Lee Sr and his first wife, Mrs Patricia Lee in ZNA Bank, Singapore, whereby Mrs Patricia Lee had withdrawn the money. In response, Dave said, “I have received the money which you have requested from Mrs Patricia Lee and I have been instructed to release the money to you once you have signed this Sale and Purchase Agreement together with the Share Transfer Forms.” Connie then requested from Dave a copy of the agreement. Then she turned to John and asked, “Can you give me a few days to check on this, and also the Share Transfer Forms as well which we are going to collect from the Company Secretary later on?” John responded with a yes but told Connie not to take too long since she wants the money quickly. After the meeting in Dave’s office, both John and Connie proceeded to the Company Secretary’s office to collect the Share Transfer Forms. When they were in the Secretary’s office, the Secretary gave copies of the Share Transfer Forms of three Companies to Connie and explained to her that she has to pre-sign these forms in order for her sale to be executed once the Letter Of Administration (L.A.) for Lee Sr’s estate is obtained. Then the Secretary also gave a copy of the Directors Resolution to John for him to arrange for his family members, who are Directors of these three companies, to sign and approve the sale.
When Connie heard about this resolution, she looked at John and asked, “I thought the only documents to be signed are the Sale & Purchase Agreement and the Share Transfer Forms? Do you mind explaining to me about this resolution.” Upon hearing this, the Secretary stepped in and said, “Miss Connie, all sale of shares in these three companies requires consent of all the Directors. This is a requirement according to the Memorandum and Articles of Association of these three companies.” Then Connie asked, “What if they don’t sign?” The Secretary then explains, “Well, the Directors have the right to decline any transfer of shares. But I don’t think you have a problem here as John is the one who initiated this and told me that he is going to arrange for all the Directors to sign this resolution consenting to the sale of shares.” John then said, “Connie, this is just a formality. I will have all Directors from my family’s side to sign. To safeguard each others interest we will deposit all the documents in Dave’s office once all of us have signed.” In reply, Connie said, “John, when I hand over all my signed documents to Dave’s office, I want you to deposit this Directors Resolution signed by all Directors at the same time. Is that clear?”
To be continued…
By Peter Lee