"Serle Court have real strength in insolvency, company and partnership work."
"stocked with magnificent lawyers"
"a great set"
Serle Court is counted among the best sets for company law, and its reputation in this area goes far beyond reflecting its exceptional strength in corporate insolvency. We are often the first port of call for clients involved in contentious disputes as directors or shareholders. In particular, in the area of internal and minority shareholders disputes, derivative actions and just and equitable winding up, several members of chambers have considerable experience and are acknowledged as outstanding practitioners.
This excellence is reflected in the fact that members of Chambers have written leading works in the area of contentious company work: Minority Shareholders: Law, Practice and Procedure by Daniel Lightman KC, David Drake, Tim Collingwood KC, Giles Richardson KC (and former member Victor Joffe KC) and The Practice & Procedure of the Companies Court edited by Alan Boyle KC and Philip Marshall KC with contributions from Philip Jones KC. Matthew Morrison and James Mather are on the panel of contributors to the Butterworths Corporate Law Service; Matthew has written chapters on Directors' Liabilities in Insolvency and Directors' Disqualification and James contributes on Directors' Conflicts of Interest, Remedies Against Directors and Limitation Issues in Corporate Litigation.
The range of work covered by Serle Court includes all aspects of non-contentious company work, particularly financial assistance, schemes of arrangement, reductions of capital, share transactions and takeovers.
In both contentious and non-contentious work, our clients in this area range from large companies and corporations, both domestic and overseas, to medium and small-size companies and their directors and shareholders. Whilst receiving instructions from a wide range of firms of solicitors throughout the country, we also receive instruction from foreign lawyers and others direct.
Chambers UK 2021
Serle Court maintains a solid reputation for company law work, particularly as it pertains to contentious matters such as breach of duty claims, derivative claims and shareholder disputes. Members here are frequently engaged to advise on matters with significant cross-border dimensions, including those in the BVI, Hong Kong and the Cayman Islands. Recent instructions include a role in significant shareholders' litigation concerning the Kings Solution Group. Several members continue to be involved in the major Edwardian Group litigation. Interviewees report: "The set has great strength and depth and very capable barristers," and: "The set is extremely good; the barristers are all nice to work with and take responsibility for the work they do. There is a collaborative feel to the set."
Client Service: "The clerks are very responsive, helpful and commercial." "They're efficient, friendly and sensible." "It's a very well-organised set."
Silks:
Lance Ashworth KC: "Lance’s strength is that he gives robust advice. He is client-friendly and efficient with his paperwork."
Philip Marshall KC: "He is an extraordinary advocate of huge energy and enthusiasm."
Philip Jones KC: "He's very responsive and clear-minded which, from a strategic point of view, is very helpful."
David Blayney KC: "He's very easy to deal with and particularly good from a strategic point of view."
Daniel Lightman KC: "Daniel is excellent; he's responsive and works hard."
Timothy Collingwood KC: "Tim is easy to work with as he's bright, efficient, and pragmatic."
Juniors:
David Drake: "He is knowledgeable in the area, user-friendly and able to think laterally and come up with solutions."
Paul Adams: "His knowledge is astonishing and his writing is incredibly polished. He absolutely shines."
Legal 500 2021
Silks:
Phillip Marshall KC: "An exceptionally intelligent and thorough individual."
Philip Jones KC: "He provides clear, concise oral advice and it is clear that he is always on top of the papers."
Lance Ashworth KC:"Bright and engaging."
Daniel Lightman KC: "Extremely bright, is inventive with his arguments and has good judgement."
Timothy Collingwood KC: "Noted for breach-of-duty cases."
Giles Richardson KC: "Quick and incisive, good with clients and fun to work with."
Juniors:
David Drake: "Clever and a pleasure to work with."
Thomas Braithwaite: "Super efficient! Very knowledgeable and able to simplify very complex matters."
Matthew Morrison: "His analysis of the issues is always very articulate and thorough."
Dan McCourt Fritz: "A collaborative team player who is great on detail."
Paul Adams: "Excellent, and always proactive and helpful."
Thomas Elias: "Very bright, clear-thinking and tactically astute."
Emma Hargreaves: "She is very bright, ferociously hard-working and tactically very savvy."
Oasis Investments II Master Fund Ltd and Others v Jardine Strategic Holdings Limited [2024] CA (Bda) 7 Civ:
Jonathan Adkin KC and Adil Mohamedbhai continue to act for the dissenters in Re Jardine Strategic Holdings Limited, a multi-billion-dollar shareholder appraisal action in Bermuda concerning the Jardine group of companies, a Fortune Global 500 group of companies and one of the largest conglomerates in the world.
In December 2023, Adil assisted the dissenters in successfully resisting the company’s appeal challenging the well-established principle that a company cannot claim privilege against existing or former shareholders other than where the documents are brought into existence for the purpose of a dispute between a company and its shareholders. At first instance, Hargun CJ had recognised the principle.
The Bermuda Court of Appeal (Clarke P, Bell JA and Kawaley JA) confirmed the existence of the principle.
The judgment can be found here
Loveridge v Povey and Ors [2024] EWHC 329 (Ch):
Dan McCourt Fritz KC and Ramyaa Veerabathran successfully represented the respondent controlling shareholder, Ivy Loveridge, in an application made by her son, Michael Loveridge, under paragraph 74 of Schedule B1 to the Insolvency Act 1986 (the “Insolvency Application”), seeking to prevent the administrators of Breton Park Residential Homes Ltd (“Breton Park”) from rescuing it as a going concern on the basis that the proposed rescue would be unfair to his interests, purportedly as a shareholder of the company.
HHJ Richard Williams (sitting as a High Court Judge) dismissed the Insolvency Application in a comprehensive judgment in Loveridge v Povey and Ors [2024] EWHC 329 (Ch). The Court confirmed that, in principle, it had jurisdiction to intervene if satisfied that no reasonable administrator could have concluded that it was reasonably practicable to rescue the company as a going concern when such a course of action would be contrary to the interests of the members as a whole, in circumstances where the company was balance-sheet solvent and its creditors would be paid in full in any event. However, the Court found that it would be wholly contrary to the fair administration of justice to allow Michael Loveridge to contend that his interests as a shareholder would be harmed by Breton Park’s proposed rescue in circumstances where he had absented himself from related Financial Remedy Proceedings in the Family Court, such that he was debarred from arguing that he had a beneficial interest in its shares. The Court further found that Michael Loveridge had pursued the Insolvency Application without any legitimate interest as a member and that it was instead an attempt to further his interest as a prospective purchaser of an asset of the company.
Dan McCourt Fritz KC and Ramyaa Veerabathran also successfully represented Ivy Loveridge in opposing an interim injunction application made by Michael Loveridge in Re Kingsford Caravan Park Ltd, an unfair prejudice petition in respect of another company of which Ivy is the majority shareholder. Michael Loveridge sought an interim injunction aimed at preventing the company’s funds from being deployed to facilitate the rescue of Breton Park (the “Injunction Application”). The Court dismissed the Injunction Application on the basis of its finding that a monetary award by way of appropriate adjustments to the buy-out valuation of Michael Loveridge’s minority shareholding in the company would constitute an adequate remedy for the relief sought under the unfair prejudice petition: Loveridge v Povey and Ors [2024] EWHC 329 (Ch).
Jennifer Meech appeared for two corporate respondents to the Insolvency Application, one of which was also a respondent to the Injunction Application. Those companies adopted a neutral stance on both applications.
The High Court's judgment on both applications, which were heard together, can be found here.
Ntzegkoutanis v Kimionis (Re Coinomi):
The Court of Appeal has handed down its judgment in Ntzegkoutanis v Kimionis [2023] EWCA Civ 1480.
James Mather acted for the successful Appellant, instructed by Tim Elliss, Jonas Habert, Alex Jenkins, and Maria Boutovitskai at Enyo Law LLP.
The appeal, arising in a shareholder dispute concerning a cryptocurrency business, raised the issue of the relationship between the unfair prejudice remedy and the derivative claim and in particular when it is legitimate for an unfair prejudice petition to claim relief in favour of the company to which the petition relates. The Court of Appeal held that, contrary to a suggestion made in the Hong Kong Court of Final Appeal in Re Chime Corp Ltd, the position under English law is not that only in a rare and exceptional case will relief be permitted to be sought by way of an unfair prejudice petition which could otherwise be sought by way of a derivative claim. In the present case, where the petitioner alleged that the respondent shareholder had stripped the company’s assets, he had a genuine interest in seeking reconstitution of misappropriated assets and damages for the company alongside other relief and in consequence the petition was not abusive. The Court of Appeal also rejected an argument that, whatever the common law position, the provision made by the Companies Act 2006 for derivative claims precluded the seeking of corporate relief within a petition, although Snowden LJ reached a different conclusion from the majority (Newey LJ and Whipple LJ) on how the 2006 Act provisions apply in this area.
The case contains important clarification of the law on the relationship between unfair prejudice petitions and derivative claims and reviews the numerous recent authorities touching on this question.
Read the judgment in full here.
DNA Nudge Limited v Ventura Capital GP Limited:
On 9 October 2023 the Court of Appeal handed down its judgment in DnaNudge Ltd v Ventura Capital GP Ltd [2023] EWCA Civ 1142.
Timothy Collingwood KC acted for the successful Respondent, Ventura, instructed by Mark Buckley and his team at Fladgate LLP.
The Court of Appeal dismissed the appeal of DnaNudge and upheld the decision at first instance that the purported conversion of preferred shares to ordinary shares constituted an abrogation of class rights which required class consent under the articles of association (on their proper construction). The case is likely to be of interest to litigators and corporate lawyers alike, providing as it does a useful insight into the court’s approach to the construction of articles of association, the variation of class rights and the concept of the conversion of shares.
The full judgment can be found here.
Trafalgar Multi Asset Trading Company Ltd v Hadley & Ors:
Justin Higgo KC acted for the successful Claimant in Trafalgar Multi Asset Trading Company Ltd v Hadley & Ors [2023] EWHC 1184 (Ch), both in the High Court and the Court of Appeal.
The Claimant, Trafalgar Multi Asset Trading Company (“Trafalgar”), has obtained judgment against multiple defendants party to a conspiracy to deprive pension investors of their hard-earned funds.
Trafalgar was a Cayman segregated portfolio under the Nascent umbrella platform, which was a cost-effective structure for start-up fund managers launched by Maltese fund administrator Custom House.
The 1st Defendant, James Hadley, along with the 3rd Defendant Stuart Chapman-Clark (alias Stuart Grehan) and Stephen Michael (‘Mike’) Talbot, devised a scheme to persuade individuals to transfer their pension funds into Trafalgar. The 9th Defendant, Mr Lloyd, identified possible clients and arranged for them to receive ‘independent’ financial advice on the pension transfer from Mr Hadley, an unregulated and unqualified individual intending to act as Trafalgar’s investment manager. Once transferred, the pension funds were invested in newly-established companies either owned or controlled by Mr Hadley or his co-conspirators, and then extracted for their benefit.
Trafalgar brought claims against Mr Hadley for breach of fiduciary duty and conspiracy to injure by unlawful means, which were upheld in a 126-page judgment after a five-week trial in the Chancery Division before Deputy High Court Judge Nicholas Thompsell. The Judge described the above arrangements as “so rife with illegality and other types of unlawfulness that one hardly knows where to begin” (para. 312).
The Judge also upheld Trafalgar’s claims against several other defendants (Mr Chapman-Clark, Mark Lloyd, Pinnacle Brokers Limited, CGrowth Capital Bond Limited, Platinum Pyramid Limited (“PPL”) and Bentley Jarrard Thwaite) in unlawful means conspiracy, dishonest assistance, knowing receipt and/or bribery.
In reaching his conclusions, the Judge expressed his sympathy to the pension investors who were persuaded to invest in Trafalgar and lost millions of pounds. He observed that “this suffering was brought about by the cupidity of various individuals who contrived schemes that would provide them with considerable rewards at the expense of Trafalgar and therefore, ultimately, the pension investors” (para. 637).
The Judge’s findings were made against the background of the judgment of the Court of Appeal on 16 December 2022. Trafalgar had applied for summary judgment of its bribery claims against Mr Hadley, PPL and Mr Thwaite and/or to strike-out PPL/Mr Thwaite’s pleaded defences to bribery claims. The Court of Appeal upheld Trafalgar’s appeal of the first instance judgment, having accepted that the defendants had failed to plead the facts necessary to make out a defence of informed consent. This is an unusual example of a successful summary judgment application in the fraud context (see [2022] EWCA Civ 1639).
Justin Higgo KC led Belinda McRae (Twenty Essex). He was instructed by Sue Thackeray, Mary Young, Kate Salter, Abigail Hall and Chantelle Tang at Kingsley Napley.
Hunt v Ubhi:
The Court of Appeal handed down judgment on Wednesday, 19th April 2023, in Hunt v Ubhi [2023] EWCA Civ 417 in which it reiterated that the default rule is that applicants for freezing orders, including office holders, must provide unlimited cross undertakings in damages and that a departure from the default rule must be justified.
John Machell KC and Dan McCourt Fritz KC, in his last appearance as a junior, acted for the successful appellant. The decision also flags, but does not resolve, some niche issues relating to the Insolvent Partnerships Order.
The judgment can be viewed here.
Zedra Trust Company (Jersey) Limited v. THG plc:
On 18th January 2023, Fancourt J handed down judgment in the ongoing unfair prejudice petition Zedra Trust Company (Jersey) Limited v. THG plc [2023] EWHC 65 (Ch), after the Court of Appeal had in 2021 struck out complaints that Zedra’s shareholding had been diluted [2021] EWCA Civ 904.
Zedra applied to amend the petition to add claims that the directors had failed properly to disapply Zedra’s rights of pre-emption in relation to 8 allotments of shares between February 2016 and April 2018, which had raised in excess of £250 million from institutional investors. While Zedra failed to quantify them, it is estimated the claims against the directors could have been worth in the region of £100 million.
Fancourt J dismissed the application in this respect, holding that there was no sufficiently substantial case in relation to any of the 8 share allotments to permit Zedra to pursue such claims. Accordingly, the substantial claim could not proceed.
The Judge permitted Zedra to amend to add a much smaller claim in respect of variation of dividend rights in July 2016, with a potential value of £1.9 million, holding that there was binding Court of Appeal authority that there is no limitation period applicable to an unfair prejudice petition so that the new claim was not barred by limitation. However, he held that the respondents would be free to argue at trial that financial relief should be refused on the grounds of delay in bringing forward this claim. The respondents will be seeking permission to appeal this part of his ruling.
As they had in the Court of Appeal, Lance Ashworth KC and Dan McCourt Fritz (who will be formally appointed KC on 27th March 2023) acted for the successful company and director respondents, instructed by Catherine Naylor and Tom Cox at Gowling WLG.
Paul Chaisty KC acted for the petitioner.
The judgment can be viewed here.
Malik v Hussain:
James Mather and Mark Wraith appeared for the successful appellant in Malik v Hussain [2023] EWCA Civ 2, in which the Court of Appeal held that where there was a term requiring contracts to be exchanged within seven days of payment of the deposit by a successful bidder that only required the bidder to exchange within seven days of being presented with a contract in a form capable of being present with a contract in a form capable of being executed and exchanged. The issue arose in the context of a long-running partnership and company dispute concerning the ownership of a prominent restaurant business in Manchester. In previous trials James and Mark successfully established the disputed existence of the partnership and that the claimant was entitled to require an open market sale of the relevant assets rather than a buy-out at a valuation determined by the court.
To read the judgment, please click here.
Guy’s & St Thomas’ NHS Foundation Trust and Anor v ESMS Global Limited and Ors:
Five members of Serle Court appeared in the recent case of Guy’s & St Thomas’ NHS Foundation Trust and Anor v ESMS Global Limited and Ors [2022] EWHC 2491 (Comm), on both sides of an application to strike out the Claim and for reverse summary judgment.
The Claim arose from the sale of a business operated by Guy’s & St Thomas’s to ESMS Global Limited (‘ESMS’). The Second to Fifth Defendants were directors and shareholders, and the Sixth and Seventh Defendants shareholders only, of ESMS. The Business Purchase Agreement (‘BPA’) imposed an obligation on ESMS to establish an employee benefits trust (‘EBT’) to which 20% of its share capital was to be transferred. The EBT was duly settled and some 800,000 shares were transferred to it. It was common ground that the requirement for 20% of ESMS’s share capital to be held by the EBT had not been fulfilled.
The first limb of the Claim was an attempt (by way of amendment) to enforce the obligation to transfer the 20% of ESMS’s share capital directly against the Second and Third Defendant on the basis of proprietary estoppel. Miss Julia Dias KC (sitting as a Deputy High Court Judge) concluded that that aspect of the Claim failed at the first hurdle. First, the Second and Third Defendants had made no representations to the employees in their personal capacities; rather, all their statements had been made on behalf of their existing investment vehicle which had approached Guy’s about the purchase or, latterly, on behalf of ESMS. Secondly, there was no evidence to show that the Second or Third Defendants had made any specific assurances to employees orally about the establishment of an EBT or its mechanics nor that they had relied upon any such representations. The evidence of the only witness who was an employee at the relevant time was that she and the other employees had relied upon the advice of their own solicitors to ensure the necessary contractual arrangements for the EBT were put in place. The Judge further held that even if there were a representation, it was exhausted when the BPA, with its obligation to establish the EBT, was executed.
The second and third limbs rested on assertions that the Second and Third Defendants owed the employees a fiduciary duty in respect of the transfer of 20% of the shares in ESMS, which the Judge likewise held had no real prospect of success. She found there would be an inherent tension between the fiduciary duties the Second and Third Defendants undoubtedly owed ESMS as directors and any duty to the employees as counterparties to ESMS when the employees’ and ESMS’s interests might not coincide. Moreover, the Judge did not accept that the employees were in a position of particular vulnerability vis-à-vis the Second and Third Defendants who had, in any event, assumed no personal responsibility to them. Indeed, the employees at all times had a contractual entitlement to enforce ESMS’s obligations under the BPA.
Lance Ashworth KC and Gregor Hogan, instructed by Ben Gold at RPC, acted for the successful applicants, the Second to Seventh Defendants.
Patrick Talbot KC, Zahler Bryan and Max Marenbon, instructed by David Grinstead at Bingham Mansfield, acted for the Claimants.
View the judgment here.
Kulkarni v Gwent Holdings Limited & St Joseph’s Independent Hospital Limited:
In a judgment handed down this morning, Deputy (former Chief) Master Marsh dismissed an application for summary judgment made by Dr Rohit Kulkarni, a consultant orthopaedic surgeon who is a minority shareholder in the company which owns St Joseph’s Hospital in Newport, Gwent. The summary judgment application, which has been issued before the defendants had filed defences, was based in part on the compulsory share transfer provisions of a shareholders’ agreement between Dr Kulkarni and the majority shareholder, Gwent Holdings Limited. Dr Kulkarni claimed that Gwent had committed irremediable breaches of the shareholders’ agreement, thus triggering the compulsory transfer provisions. In his judgment in Kulkarni v Gwent Holdings Limited and St Joseph's Independent Hospital Limited [2022] EWHC 1368 (Ch), Deputy Master Marsh refused to order the rectification of the company’s register of members under section 125 of the Companies Act 2006 with retrospective effect. He went on to refuse to grant relief entitling Dr Kulkarni to acquire Gwent’s shares compulsorily, noting at [92] that “the issue of remediability is unlikely to be suitable for determination in most cases on a summary basis because, as in this case, the court does not have all the evidence it needs to make a determination about the proper construction of the contract and whether on the specific facts the breach was remediable”.
Daniel Lightman QC and Thomas Braithwaite, instructed by Ed Husband and Helen Dent of VWV, represented Gwent Holdings Limited in its successful opposition to the summary judgment application.
To read the judgment, please click here.
Re Klimvest plc:
Minority shareholders in plcs will welcome a judgment handed down this morning which has broadened their options. For the first time in this jurisdiction, the Court has ordered the winding up of a listed plc on the just and equitable ground under section 122(1)(g) of the Insolvency Act 1986 for loss of substratum. In a reserved judgment following a two-week trial in February 2022, in Re Klimvest plc [2022] EWHC 596 (Ch) the High Court clarified and modernised English law in line with more recent Australian authorities. HH Judge Cawson QC (sitting as a High Court Judge) held that the identification of a company’s purpose or substratum is a matter of equity between the company – even a listed plc – and its shareholders, rather than a formalistic exercise in construing the corporate constitution. The purpose is lost, potentially triggering winding-up by the Court, not only where carrying it out is “practically impossible” for the company, but also where it has been, or will be, abandoned. Judge Cawson QC applied the dictum of Jenkins J in Re Eastern Telegraph Co., Ltd [1947] 2 All ER 104 that “if a shareholder has invested his money in the shares of the company on the footing that it is going to carry out some particular object, he cannot be forced against his will by the votes of his fellow shareholders to continue to adventure his money on some quite different project or speculation”.
Judge Cawson QC also analysed whether, as a matter of law, equitable or ‘quasi-partnership’ constraints on the exercise of shareholders’ legal rights can ever arise in a public listed company, or whether as Jonathan Parker J had held in Re Astec (BSR) plc [1999] BCC 59, “the concept of ‘legitimate expectation’… can have no place in the context of public listed companies”. Without determining whether Re Astec had been correctly decided, Judge Cawson QC commented that “on appropriate facts, equitable considerations might arise as between shareholders in a public listed company”. While this would be “a rare event”, “there might, conceivably, be circumstances where the existence of those equitable considerations might found the basis for some limited form of relief under Section 996 of the Companies Act 2006”.
Daniel Lightman QC and Max Marenbon represented the successful petitioner, instructed by Tamar Halevy of Marriott Harrison LLP.
To read the judgment, please click here.
Navigator Equities Limited and Vladimir Chernukhin v Oleg Deripaska:
The Court of Appeal has today handed down an important judgment on committal applications in Navigator Equities Limited and Vladimir Chernukhin v Oleg Deripaska [2021] EWCA Civ 1799. The court set aside the order of Andrew Baker J (striking out the committal application against Mr Deripaska as an abuse of process) and has remitted the matter back to the Commercial Court for trial.
The judgment is available below.
James Weale (led by Jonathan Crow QC) represented the successful appellants, instructed by Ted Greeno and Greg Pantlin of Quinn Emanuel Urquhart & Sullivan UK LLP.
Key Points
The claimants brought committal proceedings against Mr Deripaska in respect of alleged breaches of his undertakings to the court in June 2018 relating to a portion of shares in EN+ Plc (Jersey), of which Mr Deripaska was the ultimate beneficial owner. The alleged breaches consisted of Mr Deripaska procuring (or, alternatively, failing to block) a vote of EN+ Plc in December 2018 in favour of “redomiciliation” from Jersey to a special administrative region of Russia. The Claimants alleged that the effect of such redomiciliation was to destroy the true value of the undertakings by cancelling the shares which formed their subject matter and replacing them with shares in a company located in Russia (where enforcement was extremely difficult if not impossible).
At first instance, Andrew Baker J struck out the committal application as an abuse of process on the basis the Claimants had brought committal proceedings in order to vex and harass Mr Deripaska and that the Claimants were motivated by personal animus.
However, the Court of Appeal held that Andrew Baker J’s judgment depended upon “fundamental misapprehensions” as to the factual basis of the alleged breaches as well as errors of law relating to the duties owed by an applicant bringing contempt proceedings and the relevance of an applicant’s subjective motives. The key points arising out of the court’s judgment are as follows.
The court (Carr LJ giving the lead judgment) held that there was an important distinction between “civil contempt” (i.e. committal proceedings arising out of breaches of orders/undertakings) and “criminal” / “public law” contempt (i.e. committal proceedings arising out of matters other than such breaches) (see paras 81 and 120). In the context of civil contempt:
Loveridge v Loveridge:
The Court of Appeal has handed down a second judgment in the case of Loveridge v Loveridge [2021] EWCA Civ 1697. Lance Ashworth QC and Dan McCourt Fritz (instructed by Stephen Rome and Georgia Morris at Thursfields Solicitors) were again successful.
The judgment contains an interesting discussion about the proper treatment of informal loan finance within family companies, the outer limits of the unfair prejudice jurisdiction under ss.994-996 of the Companies Act 2006, and on the costs consequences of abortive committal applications.
Lunar Holdings Ltd v Lunar Automotive Ltd, [2020] EWHC 3415 (IPEC):
In this case, Thomas Braithwaite blended IP and company law when he appeared in the IPEC for the defendants who were accused of breach of a trade mark licence. A summary judgment application was defeated on the grounds that the claimant arguably did not have good title to the trade mark, having acquired it by way of an unlawful return of capital and disguised distribution by a company to its shareholder.
Kelly v Baker & Braid:
Lance Ashworth QC acts for the claimant in Kelly v Baker & Braid, a commercial court claim for damages for fraudulent misrepresentation and/or breach of fiduciary duty leading to the sale of a group of companies at an undervalue of over £110m.
Haz International Limited:
Matthew Morrison and Gregor Hogan act for Haz International Limited in connection with misfeasance proceedings alleging the diversion of business opportunities and other wrongs by a former director and shareholder. These have been consolidated with a just and equitable winding up/unfair prejudice petition presented by the defendant director/shareholder. The evidential stage of the trial (including the cross-examination of three Turkish witnesses via a translator) took place remotely over ten days in the Insolvency and Companies Court during January 2021. Closings will be presented in March 2021.
Re: H Limited:
In Re: H Limited, Timothy Collingwood QC acts for majority shareholders in BVI proceedings involving allegations against them of unfairly prejudicial conduct, where the Court has had to address the effect on the claim against the shareholders of an arbitration agreement in the company’s articles of association.
Medical Imaging Partners v St Joseph’s Independent Hospital:
In Medical Imaging Partners v St Joseph’s Independent Hospital, the question arose as to whether an MRI machine and other medical equipment subject to chattel leases had become annexed to land owned by a company in administration, so that title to the equipment passed to the purchasers of the business when the company’s assets were sold by the administrators. Thomas Braithwaite acted for the purchasers.
Re Keeping Kids Company; Official Receiver v Atkinson [2020] EWHC 2839 (Ch):
Gareth Tilley acted as junior counsel for the Official Receiver in Re Keeping Kids Company; Official Receiver v Atkinson, the disqualification proceedings arising from the collapse of the charity Kids Company. These are believed to be the first-ever proceedings for disqualification of charity trustees as company directors and they raise questions about the standard to be applied to unpaid trustee directors, whether a remunerated charity CEO can or ought to be classified as a de facto company director, and what degree of latitude the trustee directors have in relation to the pursuit of charitable objects when the company is of doubtful solvency.
Please see here for the judgment.
Ocean Sino:
Philip Jones QC was successful in the Privy Council in Ocean Sino, a case which involved a claim by one joint owner of a BVI company to wind it up on the just and equitable ground. He had previously acted at the original trial and before the BVI Court of Appeal.
Please click here to view the judgment.
Re Global-IP Cayman:
In Re Global-IP Cayman, Daniel Lightman QC, representing the majority shareholder in the Grand Court of the Cayman Islands, successfully argued before Parker J that (i) the case was an exception to the usual rule that the petitioning creditor should be awarded its costs of a winding-up petition (unrep, 21 July 2020) and (ii) the majority shareholder’s appointees to the company’s board had not been removed from office because on a proper interpretation of the company’s articles the relevant board meeting had been inquorate (unrep, 31 December 2020).
Loveridge v Loveridge [2020] EWCA Civ 1104:
Lance Ashworth QC and Dan McCourt Fritz acted for the successful Appellants in Loveridge v. Loveridge [2020] EWCA Civ 1104 overturning injunctions in an unfair prejudice petition and in partnership proceedings which had granted the running of the companies and partnerships to a minority shareholder and partner. The Court of Appeal effectively put the majority back in charge. Both the petition and the partnership proceedings continue and will come on for trial in 2022.
Please click here to view the article discussing the judgment, and here for the judgment.
Re Dinglis Properties Ltd:
In Re Dinglis Properties Ltd, Daniel Lightman QC and Gregor Hogan represented the respondents to a section 994 petition. In a landmark judgment in June 2020 ([2020] 2 BCLC 607), Adam Johnson QC (sitting as a deputy High Court Judge) considered the impact of the Covid-19 crisis on the share purchase order which he had previously made.
Please click here to view the judgment.
Saatchi v Gajjar [2019] EWHC 3472 (Ch):
Hugh Norbury QC and Mark Wraith appeared for the claimant in Saatchi v Gajjar [2019] EWHC 3472 (Ch), and obtained permission to continue a derivative claim arising out of alleged misappropriation by the defendant from a company involved in the storage and transportation of Mr Saatchi's art collection.
De Silva v Lucas & Ribeiro:
Lance Ashworth QC and Zahler Bryan have been acting for the claimant in the case of de Silva v Lucas & Ribeiro, a claim in respect of the ownership of an Estonian holding company, which (through Estonian and Portuguese subsidiaries) owns a very substantial property development in Lisbon, Portugal.
Brown & Anor v MML Capital Europe VI Equity II SA & Ors [2020] EWHC 23 (Ch):
In Brown v MML Capital Timothy Collingwood QC acted for the petitioners in an unfair prejudice petition in which he succeeded in obtaining an injunction to restrain the continuation of disciplinary proceedings concerning disputed allegations of misconduct pending resolution of the Petition ([2020] EWHC 23 (Ch)).
Please click here to view the judgment.
Re Qunar Cayman Islands Ltd & Re Nord Anglia Education Inc:
Jonathan Adkin QC acted for a number of dissenting shareholders in two high-value company share appraisal actions arising under s.238 of the Cayman Islands Companies Law. In Re Qunar Cayman Islands Ltd he appeared in a three-week trial in the Grand Court of the Cayman Island for the determination of the fair value of a Chinese web-based travel company's shares. In Re: Nord Anglia Education Inc he acted in a three-week trial in the Grand Court for the determination of the fair value of shares in the world's leading private school business.
Mahdavi v Sterling Avram:
Daniel Lightman QC and Zahler Bryan acted for the successful claimants in Mahdavi v Sterling Avram, a case arising from a multi-million-pound property fraud by a consultant engaged by a solicitors' firm. The proceedings raised novel questions about (i) the legal protection available against property fraud where the fraudster operates within a solicitors' firm and (ii) the availability of relief under s 61 of the Trustee Act 1925 to solicitors who have paid away client monies in breach of trust.
Griffith v Gourgey:
In Griffith v Gourgey, Daniel Lightman QC, Adil Mohamedbhai and Emma Hargreaves continue to represent respondents to three unfair prejudice petitions seeking orders for the purchase of their shares in substantial property development companies. In November 2019, the Court of Appeal handed down its judgment ([2019] EWCA Civ 2046) on appeals against two rulings by Sir Nicholas Warren regarding strike-out of the petitions and amendment of another petition.
Please click here to view the recent judgment.
Glenn v Watson [2018] EWCH 2016 (Ch):
Elizabeth Jones QC, Justin Higgo, Gareth Tilley, Paul Adams, Zahler Bryan and Oliver Jones continue to act for Sir Owen Glenn and his company, Kea Investments Limited in their dispute with New Zealand businessman Eric Watson, following the judgment in Glenn v Watson [2018] EWCH 2016 (Ch) in which Kea suceeded in establishing its entitlement to set aside agreements relating to a joint venture etween Sir Owen and Eric Watson on the baiss of (i) fraudulent misrepresentations made on behalf of Mr Watson, (ii) breach of Mr Watson's fiduciary duty to Kea. The court gave an important decision on equitable interest, awarding interest of 6.5% compounded annually, at [2018] EWCH 2016 (Ch). Litigation continues as Kea seeks to enforce its judgment againts Mr Watson's assets in the UK and internationally.
Please click here to view the judgment.
Instant Access Properties v Rosser [2018] EWHC 756 (Ch):
Lance Ashworth QC and Matthew Morrison secured judgment secured judgment for the First Defendant , Mr Rosser in Instant Access Properties v Rosser successfully defeating a fraudulent trading and breach of fiduciary duty claim of £35 million.
Please click here to view the judgment.
Welcome to SerleShare
SerleShare is an up-to-date digital marketing initiative that came to life in July 2020 when our Business Development and... Read More
A stellar year for Serle Court in The Legal 500 UK Bar 2025 guide
We are thrilled to announce another outstanding year of rankings and testimonials in The Legal 500 UK Bar 2025. Serle Court... Read More
"A strong Chancery set with ‘real strength in depth in company and partnership and fraud-related matters"
Welcome to SerleShare
SerleShare is an up-to-date digital marketing initiative that came to life in July 2020 when our Business Development and... Read More
A stellar year for Serle Court in The Legal 500 UK Bar 2025 guide
We are thrilled to announce another outstanding year of rankings and testimonials in The Legal 500 UK Bar 2025. Serle Court... Read More
