In June 2025, Nippon Steel North America, Inc. (“Nippon Steel”) completed its long-contested acquisition of United States Steel Corporation (“US Steel”), but only after agreeing to a National Security Agreement under which US Steel issued a “golden share” to the US Government[1]. That single share entitles its holder to no dividends, yet it carries the right to appoint an independent director and a veto over, among other things, reductions in the approximately $11 billion committed capital investments by Nippon Steel’s Japanese parent Nippon Steel Corporation, relocation of operations abroad, and material acquisitions of competing businesses in the United States[2]. In October 2026, it was reported that the US government will also hold a golden share in Westinghouse Electric Company when the nuclear reactor builder goes public[3].
Beyond the headlines, the golden share illustrates a simple but potent idea: control can be decoupled from ownership. The holder of a single share may exercise decisive influence over a company’s most consequential decisions without bearing the cost, or the economic exposure, of a controlling stake. The concept is hardly new to Malaysia, where the Government has long retained “special shares” in privatised and strategic entities, several of which are listed on Bursa Malaysia Securities Berhad (“Bursa Malaysia”).
One might ask, what exactly is a “golden share” and what is its legal basis in Malaysia?
The Genesis of the Golden Share in Malaysia
Originating as a vestige of the extensive privatization exercises of the 1980s and 1990s, the golden share in the Malaysian context was designed to ensure that large state-owned enterprises remained aligned with national interests and policies even after being privatized and floated on the stock exchange.
Whilst recognizing the importance of the private sector to economic growth, the Malaysian government was reluctant to cede total control over critical infrastructure and strategic industries such as telecommunications, energy, and aviation. Consequently, when utility giants like Tenaga Nasional Berhad and Telekom Malaysia Berhad were listed, the Government retained a golden share. This allowed the state, often termed the “special shareholder”, to roll back its direct involvement in daily operations while maintaining a “safety switch” to intervene if national security or essential public interests were threatened.
Based on the list maintained by the Ministry of Finance, as of 19 June 2026, the Malaysian government, through the Minister of Finance (Incorporated) (“MoF Inc”), holds a golden share in 31 companies[4]. The entities in which MoF Inc holds a golden share span across the most critical sectors of the economy, including:
- 1. Energy and utilities: Tenaga Nasional Berhad, Sabah Electricity Sdn. Bhd.
- 2. Telecommunications: Telekom Malaysia Berhad
- 3. Postal services: Pos Malaysia Berhad
- 4. Aviation and aerospace: Malaysia Airports Holdings Berhad, National Aerospace & Defence Industries Sdn. Bhd., Aerospace Technology Systems Corp. Sdn. Bhd.
- 5. Shipping and maritime: MISC Berhad, Malaysian Maritime Academy Sdn. Bhd., Lumut Naval Shipyard Sdn. Bhd.
- 6. Ports: Bintulu Port Holdings Berhad, Johor Port Berhad, Konsortium Pelabuhan Kemaman Sdn. Bhd., Kuantan Port Consortium Sdn. Bhd., Northport (Malaysia) Bhd., Pelabuhan Tanjung Pelepas Sdn. Bhd., Penang Port Sdn. Bhd., Westports Malaysia Sdn. Bhd.
- 7. Plantation and agriculture: FGV Holdings Berhad, MARDEC Berhad, Padiberas Nasional Berhad
- 8. Livestock production: National Feedlot Corporation Sdn. Bhd.
- 9. Tolled highways: Projek Lebuhraya Usahasama Berhad
These companies directly or indirectly support MoF Inc’s mission to lead strategic investments for national development, to fulfil social obligations and improve quality of life, and to attract investments in high-impact and/or high-technology sectors.
The Anatomy of a Golden Share
The Companies Act 2016 (“CA 2016”) does not define a “golden share”. The term is a market label for a share, usually a single preference share with a value of RM1, whose value lies not in its economics but in the rights attached to it. It is created as a separate class of shares which may be redeemable[5], the terms of which must be stipulated in the constitution of the company[6]. Drafting varies from company to company, but like the US Steel golden share, golden shares in Malaysia commonly permit the holder disproportionate rights despite a negligible shareholding. This is illustrated by the “special share” or “special rights redeemable preference share” held by MoF Inc in Tenaga Nasional Berhad (“TNB”)[7]:
- • Voice without a vote: The right to receive notices, attend, and speak at general meetings, but the share carries no voting rights at such meetings except on matters affecting the special rights.
- • Board appointments: The privilege to appoint up to six (6) directors at any time, including executive directors and the chairman.
- • Consent over defined matters: The right to approve or oppose (overriding majority or the board) major corporate actions and material transactions undertaken by the company, such as the dissolution of the company, creation of shares carrying more than 10% of total voting rights, substantial asset disposals, substantial acquisitions, mergers and takeovers, and amendments to the special share provisions themselves.
- • Nominal economics: No right to participate in the capital or profits of the company and no right to dividends, though the share ranks ahead of ordinary shares for the return of capital in a winding-up.
- • Restricted holding: The share may be held by, or transferred to, only MoF Inc or another person acting on behalf of the Government.
Outside the directors’ appointment right and consent rights over a closed list of strategic decisions, the company is run by its board and shareholders in the usual way.
Golden Share in Listed Issuers
For a company listed on Bursa Malaysia’s Main Market, the CA 2016 is overlaid by Chapter 7 of the Main Market Listing Requirements (“MMLR”) which sets out the mandatory constitutional provisions of a listed corporation. Golden share provisions should sit alongside such provisions, as in TNB’s case, and, where the golden share is structured as a preference share, its terms should also be checked against the MMLR’s prescribed provisions on preference shares[8]. Although the CA 2016 permits shares with special voting rights, weighted voting structures are yet to be permitted for listed issuers. A listed golden share therefore typically operates through consent rights over defined matters, rather than through enhanced votes.
Golden Safeguard or Golden Sham?
The policy rationale, i.e., safeguarding the national interest after privatization, has not gone unquestioned.
The most prominent recent example is Malaysia Airports Holdings Berhad (“MAHB”). Following the close of the Gateway Development Alliance consortium’s take-private offer in February 2025 and MAHB’s subsequent delisting from the Main Market of Bursa Malaysia, the Government remains a special shareholder of the privatized entity via its golden shares[9]. This seemingly allows private sector funding and expertise to upgrade our critical airport infrastructure while at the same time allowing the Government to retain a “safety switch” and allay public fears that Malaysia was losing control over its airports to foreign investors like BlackRock.
Golden shares remain contested[10]. Critics argue that they deter investment, allow political aims to override commercial considerations, leave nominee directors torn between the company and the Government, duplicate the work of sector regulators and should, if kept at all, be time-bound; while supporters maintain that critical infrastructure needs enduring protection, a view that finds support abroad, where governments continue to seek golden shares in cross-border deals on national security grounds, as in the US Steel case as well elsewhere[11].
Not A State-Tool Only
Nothwithstanding that talks about golden share often revolve around governments, nothing in the CA 2016 reserves the golden share for the Government. The same tool is available to founders, joint venture partners and investors in private companies who need to protect a specific interest without holding a controlling stake, for instance, a founder guarding core intellectual property, or a strategic investor seeking a veto over a sale of the business.
In private transactions, in addition to the constitution, the golden share’s rights may also be housed in a shareholders’ agreement as “reserved matters” or enhanced through a weighted voting structure.
The Path Forward
The golden share is the ultimate paradox of modern corporate governance, a “God-like” instrument that allows a single vote to defy the gravity of majority ownership. Its continuous presence signals, especially with the demands of a competitive globalized marketplace, that some assets are simply too vital to be left entirely to the whims of the open market and it is in the interest of governments to retain such instrument in appropriate circumstances.
The challenge for future administrations may be to establish a middle ground to balance the competing interests of stakeholders. For instance, the government could retain golden shares only in high security areas like defence and gradually phase them out for other sectors, all the while strengthening regulatory frameworks to continue protecting national strategic interests across the board.
Data centres may well become Malaysia’s next strategic sector warranting the adoption of golden shares. With the rise of artificial intelligence, and sovereign AI in particular, data centres will increasingly house sensitive government and personal data, as well as the computing power on which AI-driven government services depend. It would therefore not be surprising to see golden-share-style consent rights over changes in control, foreign ownership or the relocation of data centres imposed as a condition of approvals, incentives or public-sector contracts.
[1] United States Securities and Exchange Commission (“U.S. SEC Edgar”), United States Steel Corporation’s Form 8-K dated 16 June 2025 and 18 June 2025
[2] Nippon Steel Corporation’s Annual Securities Report, The 101st Term (from 1 April 2025 to 31 March 2026) filed on 23 June 2026; Fifth Amended and Restated Certificate of Incorporation of United States Steel Corporation dated 18 June 2025
[3] Seoul Economic Daily, ‘U.S. to Hold Golden Share in Westinghouse IPO, Clouding Korean Role’ (9 October 2026)
[4] Part (a) (iv), List of Minister of Finance (Incorporated) [MKD] Companies last updated on 19 June 2026
[5] Section 69 of the CA 2016
[6] Section 90 of the CA 2016
[7] Constitution of TNB; TNB’s Integrated Annual Report 2025
[8] Paragraph 6.46A of the MMLR
[9] Bernama, ‘New MAHB Shareholders Set To Drive Long-term Growth And Efficiency’ (23 April 2025)
[10] The Edge Malaysia, ‘Dr Mahathir: GLC mismanagement among reasons govt insists on having golden share’ (14 January 2020)
[11] Japan’s golden share in semiconductor manufacturer Rapidus Corporation – Seoul Economic Daily, ‘Japan Pours $1.7B More Into Rapidus in Bid to Revive Chip Industry’ (1 March 2026); Indonesia seeking to secure a golden share in the potential merger between Grab Holdings and GoTo Gojek Tokopedia – Hilman Palaon and De Rizky Kurniawan, ‘Commentary: Indonesia’s gamble on mega merger of ride-hailing firms’ (CNA, 16 January 2026)
About the authors
Shaun Lee Zhen Wei
Principal Associate
Corporate & Cross-Border Investment
Halim Hong & Quek
shaun.lee@hhq.com.my
.
Sherzanne Lee
Senior Associate
Corporate & Cross-Border Investment
Halim Hong & Quek
sz.lee@hhq.com.my
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