Chambers UK 2020 

Serle Court represents a strong choice for company law matters, particularly shareholder disputes, breach of duty claims and derivative claims, among other litigious issues. Its practitioners also assist in transactional matters, and are active in cross-border cases involving interests in the BVI, the Cayman Islands and Hong Kong. Significant instructions from the last year include West Coast Capital v House of Fraser, an unfair prejudice claim, and continued involvement in the Edwardian Group litigation. Clients say: "You have the confidence that, with anybody there, you'll get a leader, and someone who is good at what they do."

Client Service: "It's a good clerking team. They work with you to find solutions to client situations, and are responsive and helpful."

Silks:

Alan Boyle QC: "Alan is a fantastically robust advocate and a real pleasure to work with. He's good strategically and straight as a die."

Daniel Lightman QC: "Daniel displays incredible attention to detail, is a creative thinker and is someone who produces brilliant skeleton arguments."

David Blayney QC: "Quickly earns the confidence of clients. He's very approachable, easy to get on with and happy to make himself available at short notice."

Lance Ashworth QC: "Lance was exceptionally good to work with, providing expert and insightful strategic input and lateral thinking. His advice was pragmatic, commercially minded and robust. His was an extremely collaborative approach and he offered fantastic availability."

Philip Jones QC: "Always happy to get into the detail and very good technically. He is also really responsive and lovely to deal with."

Philip Marhsall QC: "Forceful, clever and direct."

Juniors:

David Drake: "David is excellent on the technical detail and grasps highly complex issues quickly. He's very responsive and trusted by those that instruct him."

Paul Adams: "Incredibly bright and highly approachable. He works very fast as well, so you can refer questions to him and a polished answer will come back almost instantaneously."

Timothy Collingwood: "He is easy to work with, quick, responsive, and intelligent."

Legal 500 2020

Silks:

Alan Boyle QC: "He is very responsive and experienced."

Philip Jones QC: "He is pragmatic and commercially astute."

Phillip Marshall QC: "He is one of the best courtroom advocates at the commercial Bar."

Daniel Lightman QC: "He is a leading company silk whose knowledge in the area and strategic nous is legendary."

Lance Ashworth QC:"He is bright and engaging."

Juniors:

Timothy Collingwood: "He is experienced in breach of duty cases."

David Drake: "He has knowledge of the law and confidence in his own advice."

Giles Richardson: "Clever advocate with good commercial nous and is a great strategist."

Dan McCourt Fritz: "He brings a very sensible and pragmatic approach and is good at working collaboratively."

Matthew Morrison: "He is extremely bright and works hard, turning things around quickly."

Paul Adams: "He is an excellent lawyer and a formidable adversary; he is very quick and clever and a tenacious advocate."

Thomas Braithwaite: "He has a precise and forensic legal mind and appears to have complete mastery of his practice."

Thomas Elias: "He has excellent judgement and tactical sense, well beyond what would be expected from his level of call."

Who's Who Legal 2019

Silks:

Lance Ashworth QC: "a first rate perfomer"

John Machell QC: "the LLP guru" and "the go-to person" at the Bar. "He is such a big name in the field that nothing further needs to be said"

Daniel Lightman QC: "excellent sense of the court and very good judgment" "He is one of the most brilliant barristers I have ever instructed"

Grupo Mexico SAB DE CV v Infund LLP:

The Companies Act 2006 introduced new provisions giving the Court power to order the rectification of the register.  The provisions apply to both companies and LLPs: see sections 1094 and 1096.  In Grupo Mexico v Infund LLP 25 May 2018, Carr J considered the meaning of these provisions in the context of the administrative restoration of an LLP and decided that a rectification order should be made the effect of which was to reverse the restoration.  John Machell QC and Dan McCourt Fritz acted for the Defendants.

Instant Access Properties Limited (in liquidation) v Mr Bradley John Rosser and 6 others:

On the facts of this case, Morgan J held that neither Mr Rosser nor Mr Moore (whom he found to have been shadow directors for certain purposes) were in breach of any fiduciary duty they might have owed to the company, neither was dishonest or fraudulent, and that whatever fiduciary duty might be imposed on them, it would not place upon them a liability to account for profits when a de jure director in the same position would have been relieved from such a liability.

This judgment shows that there can be no blanket rules for the duties owed by shadow directors (as the law now stands before in the exercise of the powers conferred by section 89 of the Small Business, Enterprise and Employment Act 2015, the Secretary of State makes regulations which define the duties of a shadow director).  Whether a particular shadow director owes fiduciary duties and the extent of those duties will be highly fact sensitive.

Lance Ashworth QC and Matthew Morrison represented Mr Rosser, the First Defendant.

ECO Quest plc v GFI Consultants Ltd:

Adil acted for a German listed property asset manager defending a claim for unpaid commission in excess of £10m.  The action settled during the trial before Jay J in the Queen’s Bench Division.

Mahdavi v Sterling Avram:

Represented the claimant, who was the victim of an elaborate and daring fraud by a consultant to a firm of solicitors: the consultant falsely represented that the firm was instructed by the owner of a property, and arranged for the sums paid by the claimant to his firm which was intended to be the purchase monies to be misappropriated by being paid out to third parties connected to him.  The victim of the fraud is claiming damages in the Chancery Division against that solicitors’ firm.

Fiona v Pirvalov:

Continuing to act for the Russian state owned shipping corporation, Sovcomflot, and its subsidiaries in the inquiry into damages caused as a consequence of the imposition of pre-trial worldwide freezing injunctions against a Russian oligarch and his shipping companies; permission to appeal has recently been granted to appeal the latest decision by Males J in this long running saga.

Burberry Group plc:

Representing the appellant on the leading case on public access to a company's register of members under the Companies Act 2006

Lehman Brothers Limited:

Ruth den Besten appeared in the Supreme Court in the ‘Waterfall I’ application concerning distributions to be made in the estate of the main Lehman trading entity: LBIE (on appeal from [2015] EWCA Civ 485; [2016] Ch 50).  The case established fundamental principles affecting distributions in administration.

O’Keefe & Anor v Caner & Ors:

Kathryn Purkis led by Lord Goldsmith QC acted for the First Defendant in O’Keefe & Anor v Caner & Ors, in which it was decided on expert evidence that a 10-year limitation period applied to claims for breaches of directors’ duties under the Companies (Jersey) Law 1991, and not the 3 year trusts period and/or tort period, as many practitioners have considered. The decision is not binding in Jersey but it will have persuasive value in any local consideration of the point, which has been in issue for many years though never conclusively determined. 

Burberry Group plc v Fox-Davies:

Acted for the defendant on the leading case on access of the public to a company’s register of members under the Companies Act 2006, and provides guidance on the application of the test of ‘proper purpose’ concerning whether the court would direct that access to be denied.

Metaxides v Swart:

Acted for the respondents in a case on appeal to the Privy Council from the Court of Appeal of The Bahamas about the validity of a consent order in an action where the defendant was a company that did not exist when the action was begun.

C v C:

An important decision limiting the jurisdiction of the Family Court under the Matrimonial Causes Act 1973 section 37, the Senior Courts Act 1981 section 37 and the inherent jurisdiction to continue an interim freezing injunction obtained without notice by a husband during divorce proceedings, which had the effect of restraining a wife and son from performing their duties as directors of two family companies.

Glenn v Watson:

Representing the interests of New Zealand businessman and philanthropist  Sir Owen Glenn in 3 sets of proceedings arising from the breakdown of a property joint venture with Eric Watson, set down initially for a 12-week trial commencing in May 2017. Glenn v Watson seeks accounts of profits for brach of fiduciary duty and rescission of over £100m of loans to the joint venture company on the basis of fraudulent misrepresentation.

FM Capital Partners Ltd v Marino:

Acting for the principal defendant in this substantial commercial and civil fraud dispute in the Commercial Court relating to the operation of a fund manager.  The claim includes allegations of breach of fiduciary duty, dishonest assistance and unlawful means conspiracy.

Kaneria v Kaneria - Re Guidezone Ltd:

Represented the defendant in a 21 day trial of preliminary issues in a section 994 petition in the Chancery Division, about the Ambassador’s Hotel in Euston.  The defendant succeeded on all preliminary issues, defeating a claim for approximately £7m.

Apex Global Management Ltd v Fi Call Ltd:

A substantial and high profile shareholder dispute involving two saudi princes and allegations of terriost funding and money laundering in which both principal shareholders present unfair prejudice petitions.  The case raised issues as to (i) the extent to which relief can be sought by unfair prejudice petition against a person who is neither a shareholder nor a director of the relvant company's; (ii) whether hearings may be held in private where a party alleges that the proceedings represent an attempt at extortion through adverse publicity; (iii) the extent to which members of the family of a ruling monarch are entitled to assert sovereign immunity; (iv) the application to section 994 petitions of the principles set out in Crabtree (Insulation) Ltd v APT Communicaiton Systems Ltd regarding security for costs where the parties are cross-claiming on substantially the same facts; and (v) the use of unless orders against parties who refuse to make witness statements; this latter issue reaching the Supreme Court under the name Prince Abdulaziz v Apex Global Management Ltd, a decision gives important guidance on the relief from sanchions regime.

Kea Investments Ltd v Novatrust Ltd:

A cross-border joint venture dispute involving proceedings in England and the BVI.  Kea commenced winding up proceedings in the BVI and successfully resisted a jurisdiction challenge before Bannister J in October 2014.  Novatrust commenced proceedings in England, including derivative claims and claims for declaratory relief, but Kea succeeded with a jurisdiction challenge before HHJ Pelling QC in December 2014.  The two judgments on jurisdiction are currently under appeal.

Moxon v Litchfield:

A case concerning an unfair prejudice petition following the dismissal and required resignation of a director in the company (who was a minority shareholder) for alleged gross misconduct.  The Court found against the dismissed director in respect of the allegations of breach of duty made against him.  Consequently, it held that the dismissed director was bound by his bargain and that the operation of compulsory transfer provisions under the Articles of Assocation and a Shareholders' Agreement entitled the remaining shareholders to acquire his shares at par.

Sukhoruchkin v van Bekestein:

A multi-party, multi-jurisdictional dispute arising out of the management and subsequent liquidation of an off-shore investment fund. A freezing order was successfully set aside at first instance but was reinstated by the Court of Appeal.  The matter has subsequently settled.

Re Fi Call Limited:

Four respondents to an unfair prejudice petition, one of whom was also the petitioner in a cross-petition (together, "the Applicants"), applied for Orders (i) that hearings in the two petitions be conducted in private, and (ii) that public access to documents on the Court file be prohibited.  These applications were opposed by the other parties to the two petitions ("the Respondents") and by the Guardian and the Financial Times, intervening.  In addition, the Guardian and the Financial Times made applications to obtain copies of various documents on the Court file.  These applications were opposed by the Applicants.  The Applicants sought to rely upon the right to privacy under Article 8 of the ECHR and, in particular, upon an argument that if the allegations made against them in the proceedings were made in public they would suffer damage to their reputations.

Morgan J dismissed the applications made by the Applicants and granted the Orders sought by the Guardian and the Financial Times. He was prepared to proceed on the basis that Article 8 was engaged but, having pointed out that the Applicants' Article 8 rights had to be balanced against the competing rights protected by Articles 6 and 10 of the ECHR, he went on to hold that the Orders sought by the Applicants were not necessary in the interests of justice and therefore should not be granted. Morgan J then held that the Guardian and the Financial Times, which were seeking access to documents on the Court file for a "proper journalistic reason" should be permitted such access. Daniel Lightman QC and Paul Adams appeared for the Respondents (led by Robert Howe QC).

Aeroflot v Berezovsky, Glushkov, Forus Holdings SA & Ors:

Aeroflot is suing its former Deputy Director General, Nikolai Glushkov, Boris Berezovsky and a number of companies in which they allegedly held interests in relation to a number of loans which allegedly had no proper commercial justification and resulted in the payment of fees and interest and misappropriation of fees due to Aeroflot.  Aeroflot claims to have suffered loss in the sum of US$102m.  Philip Marshall QC and Simon Hattan act for Aeroflot and Philip Jones QC and Jennifer Haywood are acting for Nikolai Glushkov.

Eckerle & Ors v Wickeder Westfalenstahi GmbH & anr:

The Judge struck out the claim on the ground that an application to cancel a resolution to turn a plc into a private company cannot be brought under section 98 of the Companies Act 2006 by a person who is not a reigstered shareholder but whose shares are held by a nominee.

Portsmouth Holdings Ltd v JL Homes Ltd Anor:

A mortgagee brought possession proceedings against a corporate mortgagor and the proceedings were settled on terms whereby if the mortgagor did not pay a certain sum by a certain date the mortgagee would be entitled to call for a transfer of the mortgaged properties.  The settlement was embodied in a Tomlin order.  The mortgagor did not pay, and the mortgagee made an application for the agreement scheduled to the Tomlin order to be enforced by way of an order requiring a transfer of the properties.  The mortgagor defended the application on the ground that the settlement agreement had been signed without its authority.  The mortgagee, represented by Paul Adams, maintained (i) that the mortgagor was estopped from denying the validity of the settlement agreement, (ii) that the settlement agreement had been executed with the actual or apparent authority of the mortgagor, and (iii) that, alternatively, the mortgagor had subsequently ratified the agreement.  Lesley Anderson QC, sitting as a Deputy, granted the mortgagee's application to enforce the agreement.

Bamford v Harvey:

Appeared for the Claimant.  The Judge held that wrongdoer control of a company was not an absolute condition to the bringing of a derivative claim.

Moraes v Paulista Ltd & Ors:

Instructed to advise the defendants in an ongoing multi-million dollar minority shareholders' dispute, breach of fidiciary duty and derivative claim relating to the ownership of a Brazillian bank that is being litigated in the Bahamas.

Estate of Edward St George v Sir Jack Hayward & Ors:

A multi-million litigation in the Bahamas involved a dispute between the estate of Edward St George and his former business partner Sir Jack Hayward. 

Lady Henrietta St George et al v Sir Jack Hayward et al:

Edward St George and Sir Jack Hayward owned and ran Freeport (the second largest port in the Bahamas) in a quasi-partnership with shares in the Port Group being held through various offshore companies.  After the death of Edward St George disputes arose as to the size of the respective holdings in the Port Group (the essential issue being whether shares in a company which owned the Port Group were owned by the company beneficially or on bare trust for Edward St George) and the right of the St George Estate to participate in management.

Frank Hinks QC and Jonathan Adkin acted for the exectuors of Edward St George from the commencement of proceedings in November 2006 until their final resolution after an 8 day hearing in the Bahamian Court of Appeal in February 2010.

Taylor v Cobham:

Unfair prejudice petition, in which the court considered the merits of differing valuation methodologies, preferring a multiple of earnings approach to a discounted cashflow model.

Millhouse Capital UK Ltd and Abramovich v Sibir Energy plc:

Even had there been merit in a US$4bn fraud claim brought against Roman Abramovich, those proceedings were dismissed because of material non-disclsoure to the Court by the Claimant when seeking ther appointment of a Provisional Liquidator.

This case raised important issues on the test to be applied when seeking a winding up order in respect of an overseas company, and on the duties of full and frank disclosure on applying for the appointment of a Provisional Liquidator

Yugraneft v Roman Abramovich:

Reverse summary judgment obtained against a Russian company which claimed that the dilution of its interest in another company (from 50% to 1%) had been procured by fraud.

Richard Walford is a member of the counsel team which obtained reverse summary judgement.  The case involved wide issues of Russian company and insolvency law, conflicts of laws, problems of jurisdiction, forum non conveniens and residence as well as points involving res judication in other countries.

Re Lexi Holdings Plc:

A debt owed to an unsecured third party can only be paid by a restrained person where there is no possible conflict with any confiscation order which has, or may, be made.

Yugraneft v Abramovich:

Alan Boyle QC and Richard Walford appeared in the continuing saga of Yugraneft v Abramovich (2008, Christopher Clarke J), a major multi jurisdiction case concerning the affairs of a Russian oil company.

Lexi Holdings plc (in administration) v Pooni:

The Claimant was the registered proprietor of No Man's Land Fort (a 19th Century sea fort in the Solent). It claimed possession against a trespasser who asserted that he was the representative of the mortgagor.

It was held that where a sale of property by a mortgagee had been set aside pursuant to s.320 of the Companies Act 1985 the transaction was avoided ab initio. As such the mortgagor ought to have been restored to the proprietorship register as registered proprietor and the mortgagee restored as first legal charge holder. In the circumstances, the mortgagor could have no cross claim in damages which provided any defence to the mortgagee's claim for possession and for an order for sale.

Re Lexi Holdings Plc:

Held that the Court could disbelieve affidavit evidence as incredible when appropriate (even without cross-examination) for the purposes of deciding to make an unless order for asset and tracing disclosure in aid of freezing relief.

Re Lexi Holdings Plc:

Held that a company director who knows of some instances of misappropriation and does nothing to prevent it will be in breach of his common law duty of care and liable to compensate the company for the entire loss (including losses from other misappropriations which he was not party to or knowledgeable about) because he is aware of a practice of misappropriation and it results from his inactivity. The decision also gave guidance on the importance of establishing causation in cases of non-feasance (i.e. negligent omission) as opposed to misfeasance (negligent action).

Re City Group Ltd, Secretary of State for Trade & Industry v Gee & Ors:

The first defendant was the majority shareholder, and executive chairman of the City Truck Group Ltd group of companies (the group) providing various logistical services. The second defendant was a chartered accountant, and, in 1991, became the finance director and company secretary of each of the City group companies. In February 2001, three of the group’s companies entered into a debt financing agreement with a third party financier. Under the terms of that agreement, the companies assigned debts owed to them by trade debtors to the financier. The value of those debts, less certain finance and administration charges, was then credited to an assets account, from which the companies could draw down funds within an agreed limit. The amounts drawn down by each company would then be debited to an individual current account. The agreement placed accounting and reporting obligations upon the group, and further provided a right for the financier to conduct audits of the group’s accounts. Towards the end of 2002, concerns arose in relation to the group’s accounting practices. Several members of staff expressed concerns internally, and, subsequently, the financier was informed of those concerns. Accordingly, the financier arrived at the group’s premises on 2 January 2002 in order to carry out a full audit on its accounts. It became apparent that there existed serious problems within all the group’s companies and all were placed into administration. Subsequently, the financier brought proceedings against the defendants alleging that various frauds, in relation to the debt financing agreement had been perpetrated against it. The fraud alleged consisted of, inter alia: over-declaring the level of debts notified to the financier; falsification of sales ledgers, management accounts and other records to cover up that over-declaration; deliberate double-counting in relation to ‘works in progress’ debts of self-billing customers; and the misuse of the bank clearing system to enable immediate draw down of funds that the group were not in fact entitled to. The financier succeeded in demonstrating that the defendants had defrauded it, and was awarded a substantial sum in damages (see [2005] All ER (D) 162 (Sep)). Subsequently, the Secretary of State brought proceedings under s 6 of the Company Directors Disqualification Act 1986, by which he sought the disqualification of the defendants on the grounds of the alleged fraud perpetrated against the financier, and the deliberate non-payment of Crown liabilities from mid 2001 onwards.

The Secretary of State submitted that the fraud allegedly perpetrated against the financier, and the non-payment of Crown liabilities had been deliberately orchestrated and procured by the second defendant. The allegation against the first defendant was that he either knew or should have known of the matters complained of, and that he had taken no steps to prevent the frauds from continuing.

In support of the allegations in relation to the fraud perpetrated against the financier, the Secretary of State sought to rely upon the evidence adduced in, and the transcripts of, the earlier proceedings. It was common ground that the findings in those proceedings were not binding in the instant case.

Held: The Secretary of State had proved the underlying facts forming the basis of the proceedings in relation to the frauds perpetrated against the financier and the non-payment of Crown liabilities. On the evidence, it was clear that the second defendant had been at the heart of the financial function of the group, and that he had orchestrated and procured the matters complained of, and that he had known that the actions of the group were improper. Furthermore, the first defendant knew of, and approved of, the actions of the second defendant. Accordingly, both defendants were unfit to be concerned in the management of a company within the meaning of s 6 of the Act. In the instant case, the infringing actions had been deliberate and had involved the falsifications of financial records in an attempt to cover-up the fraudulent activities. In those circumstances, the conduct of the defendants fell within the highest disqualification band, and, accordingly, each would be disqualified for a period of 12 years.

Gil v Baygreen Properties Ltd (in liquidation):

Claim by creditor of company against director for breach of fiduciary duty in relation to a transaction at an undervalue.

Speed Investments Ltd v Formula One Holdings Ltd (No 2):

The appeal from Speed Investments (No 1)

Raiffeisenlandesbank Niederosterreich-Wien AG v Maxfold Contracts LLP & Ors:

A multi-jursidictional dispute concerning allegations of international money-laundering and shortcomings in the governance of off-shore corporate nominee directors.

Re Omar (a bankrupt):