Matthew Morrison KC

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Matthew Morrison KC has a broad commercial chancery practice, with a particular emphasis on civil fraud, company and partnership and insolvency litigation. Matthew has also appeared in a number of judicial review claims and other matters raising issues of public and administrative law.

As well as regular domestic High Court and Court of Appeal appearances, Matthew has been instructed in matters before the Grand Court of the Cayman Islands, the Cayman Islands Court of Appeal, the Eastern Caribbean Supreme Court (BVI), the Supreme Court of Gibraltar, the Isle of Man High Court of Justice and the Dubai International Financial Centre Courts. In addition, Matthew has significant experience of assisting advocates in appearances before the Royal Courts of Jersey and Guernsey. He is currently admitted to the BVI bar and has previously been admitted ad hoc to the bars of Gibraltar and the Cayman Islands.

Although always ready and willing to advance a client’s case vigorously and fearlessly, Matthew equally relishes the challenge of helping conflicting parties to achieve a consensual and commercial resolution of their differences, and is a great believer in mediation.

Matthew is recommended by Legal 500 as a leading individual in civil fraud, commercial litigation, company, insolvency and offshore. He is ranked in Chambers & Partners for civil fraud, commercial dispute resolution, commercial chancery, company and offshore, and in Chambers & Partners Global for commercial, commercial chancery and offshore.

Matthew is the author of widely read Practical Law Company practice notes on minority shareholder remedies. He is also the editor of chapters of Gore Browne, Butterworths Corporate Law Service, Tolleys Company Law Service and Tolleys Company Law Handbook concerning various aspects of the duties of directors and director disqualification, together with a number of insolvency topics. In addition, Matthew contributes chapters on liquidation, investigations and striking off, unfair prejudice, misfeasance and disqualification to The Law of Limited Liability Partnerships (Whittaker and Machell, 5th ed. (2021)).

Matthew has been a member of the Bar Council of England and Wales Ethics Committee and Money Laundering Working Group since 2021, and became chair of the Money Laundering Working Group in June 2025.

Areas of Expertise

Insolvency & Restructuring

Alongside his strong reputation in connection with directors’ misfeasance claims arising in insolvency (see Company and Partnership below), Matthew has extensive experience of acting for insolvency office holders in respect of all aspects of administration and liquidation, as well as representing claimants and defendants in preference, transactions at an undervalue and other clawback proceedings. Alongside the matters listed below, Matthew was recently instructed by the joint liquidators of Kijani Resources Limited and Ratio Limited for the trial of proceedings before the Gibraltar Supreme Court seeking the recovery of US$100m based upon alleged breaches of the Quincecare duty by NatWest bank – see further Civil Fraud below.

Matthew is equally well regarded in the sphere of personal insolvency, frequently acting for office holders, bankrupts and those with interests arising out of individual voluntary arrangements.

Recent Cases

Acting for the liquidators of a foreign exchange company which held >£12m of client money on statutory trust pursuant to the Payment Services Regulations 2017 in circumstances where there was a shortfall because of double payments that had been paid while the company was trading. This necessitated the resolution of novel questions concerning the construction of the regulations, and the creation of an approved distribution plan with longstop dates for claims to be submitted and progressed. Matthew also acted on an application by which the liquidators obtained the recovery of 100% of their costs and expenses.
Acting for a Jersey company in respect of its petition for winding up on the basis of loss of substratum in circumstances where unfair prejudice proceedings had been threatened, but not commenced, by a minority shareholder. The case raised hitherto untested questions concerning the interaction between winding up and unfair prejudice proceedings in Jersey, and the duties owed by directors in these circumstances.
Acting for the office-holders of two failed suppliers who (with other office-holders) applied for directions in respect of multi-million pound proofs of debt lodged by Ofgem in respect of Renewable Obligations, and by various Suppliers of Last Resort (SoLRs) in respect of the costs of honouring customer credit balances. The decision of Zacaroli J (Croxen v Gas and Electric Markets Authority [2022] EWHC 2826 (Ch)) resolved complex questions of statutory construction concerning the renewables obligation scheme, and difficult issues arising from the application of restitutionary principles to the claims of the SoLRs.
Acting for British Gas in its opposition to the application by Bulb for the Court to appoint an effective time for the transfer of Bulb’s business to Octopus. The decision of Zacaroli J ([2022] EWHC 3105 (Ch)) considered for the first time the Court’s powers in respect of Energy Transfer Schemes under the Special Administration Regime applicable to energy supply companies. Issues considered included the need to take account of the potential for judicial review proceedings challenging the Secretary of State’s approval of the transfer in appointing an effective time.

Company

Matthew enjoys a particularly strong reputation in the field of shareholder claims and proceedings involving directors’ misfeasance. He is also frequently instructed in matters involving complex issues of corporate governance and the maintenance of capital.

In the context of shareholder claims, Matthew regularly acts for both petitioners and respondents in respect of unfair prejudice proceedings involving businesses ranging from supermarkets in Southall to multi-million pound biotechnology companies.

Recent Cases

Defending the majority shareholder of a company in unfair prejudice proceedings based on, among other things, the removal of the minority shareholders as directors which was alleged to have been undertaken in breach of a shareholders’ agreement. An application by the minority shareholders seeking summary judgment and a mandatory injunction for reinstatement, which was successfully opposed by Matthew, raised important issues as to the validity of a resolution passed in breach of a shareholders’ agreement and whether the power of the Court to order the calling of a meeting under s.306, CA 2006 could be used to remove directors in circumstances where this may precipitate unfair prejudice proceedings.
Acting for a minority shareholder in a company which served as the vehicle for the provision of legal services who presented an unfair prejudice petition based upon allegations that bad leaver provisions were wrongly introduced and then improperly invoked retrospectively under amended articles of association.
Defending majority shareholders who were respondents to unfair prejudice proceedings concerning the issuance of convertible loan notes which were alleged to have improperly diluted the shareholdings of minority shareholders. As well as raising involved questions as to the justification for the issuance of the notes, the case also raised novel questions as to what duties, if any, are owed when conversion rights are exercised by shareholder directors, and whether the act of conversion is capable of comprising unfairly prejudicial conduct.
Acting for two former shareholders and directors in Insolvency and Company Court proceedings who claim that they suffered unfair prejudice as a result of the dilution of their shareholders following rights issues purportedly completed in accordance with pre-emption rights. The case involved complex disputes of fact and law relating to the duties which apply in relation to capital raises, including the level of information and disclosure required when a rights issue is proposed; the steps necessary to establish an economic justification for raising capital (including an exploration of alternative means of obtaining finance) and the extent to which a quasi-partnership can continue after shareholders have resigned as directors.
Re Haz International [2021] EWHC 1695 (Ch) – Successfully defending an unfair prejudice petition and establishing misfeasance in a conjoined Part 7 claim.
Re AMT Coffee Limited ([2018] EWHC 1562 (Ch); [2019] EWHC 46 (Ch); [2019] EWHC 377 (Ch); [2019] EWHC 378 (Ch)) – Acting on behalf of one of the respondents, which involved an 11 day high court trial of allegations of excessive remuneration, wrongful failure to pay dividends and unauthorised loans, as well as various subsequent hearings to resolve novel remedial issues including the circumstances in which a minority discount should be applied.

In terms of misfeasance claims, recent notable instructions include:

Two substantial claims, currently at the pre-action stage, seeking to recover payments made by directors of companies which have now entered liquidation and alleged to have involved preferences/transactions at an undervalue/transactions defrauding creditors. Claims are also advanced on the basis that the defendant directors breached the creditor duty (as considered by the Supreme Court in BTI 2014 LLC v Sequana SA [2022] UKSC 25). In one Matthew is advising the majority creditor. In the other he is advising an assignee of the joint liquidators’/company’s claims.
Advising directors in respect of potential liabilities arising as a result of entering into historical tax avoidance schemes which were found to be ineffective many years later. The allegations advanced by the company’s liquidators, including claims based on unlawful returns of capital and breaches of fiduciary duty, involve complex issues of causation, limitation and tax counterfactuals.
IAP v Rosser & Ors [2018] EWHC 756 (Ch); [2018] EWHC 1145 (Ch) – Successfully defending an alleged de facto/shadow director of the property investment membership company, Instant Access Properties Limited (IAP), in respect of liquidator claims seeking >£34m for alleged fraudulent trading and breach of fiduciary duty said to have arisen as a result of commission sharing arrangements between IAP and offshore entities.
Guernsey Judgment 38/2017 – 4 September 2017 – Acting as junior counsel (led by Philip Marshall KC) in the successful defence of the former Independent Directors of Carlyle Capital Corporation in Guernsey proceedings commenced by the company’s liquidators seeking in excess of US$1bn for alleged misfeasance.
Representation of Galasys plc [2017] JRC105 – Representing a number of directors and shareholders of Galasys Plc, a Jersey company, in connection with litigation in England, Jersey and Malaysia. The proceedings concerned the construction and scope of a relationship agreement entered into in connection with the company’s listing on AIM, as well as the impact of the UK Corporate Governance Code, the company’s articles and Jersey company law on the validity of certain resolutions concerning the composition of the board and delegation of its powers to certain committees.
Acting as junior counsel (led by Philip Marshall KC) for the Isle of Man directors of Isis Investments Limited, a subsidiary of Kaupthing Bank, in respect of claims alleging breaches of their duties of care and skill and fiduciary duties brought by the liquidators of Isis in the Chancery Division.
Securing the discontinuance of high-profile proceedings brought against an alleged shadow director in respect of allegations of fraudulent tax evasion and the misleading of HMRC.

Civil Fraud

Matthew has an established reputation in the civil fraud field. He is equally tenacious when assisting claimants recover fraudulently misappropriated monies from fraudsters and third parties as he is defending those who are mixed up in allegations of dishonest activity.

Cross-examinations conducted by Matthew have led to witnesses being found to be dishonest in a number of judgments. Matthew also has extensive experience of obtaining freezing, search and disclosure orders, as well as reinforcing relief such as passport orders and the first order requiring a respondent to a Norwich Pharmacal order to wear a tag and submit to a temporal and geographical curfew to enforce compliance.

Recent Cases

Acting for three claimants who indirectly invested in an Indian Premier League cricket franchise and seek to rescind the transactions by which they sold their shares on the basis that they were induced to do so by alleged fraudulent misrepresentations: (1) that their shares would be purchased by a third party rather than a vehicle owned by the majority owner of the franchise, and (2) the tax implications of the same.
Acting for Kijani Resources Limited and Ratio Limited (acting by their joint liquidators) in proceedings seeking the recovery of >US$100m from NatWest Bank as a result of its alleged failures to comply with Quincecare duties at a time when the claimants allege NatWest ought to have realised that the claimant companies were the subject of a major fraud. The proceedings, which settled in the course of the trial on confidential terms, raised significant questions about the extent of a bank’s corporate knowledge; the interaction between regulatory anti-AML duties and Quincecare duties; and the implications of the decision of Lord Sumption in the HK CFI in Tugu (which held that once a bank is put on inquiry about the potential lack of actual authority by circumstances suggestive of fraud, it is required to reconstitute accounts depleted by unauthorised payments without the claimants having to prove loss or causation).
Acting for a financial services provider alleged to have breached its Quincecare duties and to have dishonestly assisted breaches of fiduciary duty of Mr Selman Turk, who is said dishonestly to have misapplied >£40m from Mrs İşbilen and is the subject of multi-jurisdictional fraud claims.
Acting as lead for an invoice financing business in respect of claims alleging that false invoices were tendered, and substantial amounts of finance exceeding £1.7m provided, as a result of dishonest representations.
Salfiti v Seedo [2022] EWHC 1712 (Ch) – Successfully opposing an appeal to Falk J against a judgment Matthew had obtained for a UAE national against an English solicitor and others in which Matthew’s client established a 50% beneficial ownership in certain commercial properties in London, and proved that the solicitor had defrauded him by seeking to place the entire legal and beneficial ownership in the name of a third party. The judge at first instance had commented in his judgment that the solicitor’s “carefully crafted witness statement” had been “comprehensively unpicked” in Matthew’s cross-examination. On appeal Falk J upheld these findings as to dishonesty. The case also featured the creative use of contractual indemnity principles and equitable tracing/accounting rules to enable Matthew’s client to obtain very favourable remedies, including a share in a valuable property acquired in breach of trust.
Successfully opposing an application to discharge a freezing order on the grounds that security had been tendered and/or that its operation was oppressive. This involved an exploration of underdeveloped principles concerning whether the Court could review the decision of a freezing party not to accept security and, if so, the criteria that applied. After persuading the Court on the strength of analogies with insolvency law that the offer of security was not one that any reasonable creditor could accept, and that the respondents’ evidence in support of their application had been materially inaccurate, the Court dismissed the application and awarded Matthew’s clients indemnity costs.
Persuading the Court to include a number of novel modifications to a freezing order at the return date hearing which had created unwarranted hardship for Matthew’s clients, primarily as a result of their bank refusing to permit any transactions to proceed without the claimant’s consent, contrary to the ordinary course of business exception within the order. The modifications spelt out the transactions that were permitted and expressly provided that the claimant’s consent was not required and could not be insisted upon, as well as broadening the protections enjoyed by banks and third parties served with the order.
Defending proceedings concerning the ownership and operation of an English company which was the ultimate owner of a shopping centre in Ukraine. The proceedings raised issues concerning the extent to which overseas criminal proceedings concerning fraudulent attempts to misappropriate the shopping centre may be relied upon by the Defendants in English civil proceedings.
Punjab National Bank v Srinivasan & Ors [2019] EWHC 3495 (Ch) – Acting for one of a number of defendants in respect of claims alleging that substantial loans with a value of US$37m were procured by fraudulent misrepresentation and deceit. In the course of a two-day appeal hearing before the Chancellor, the defendants succeeded in demonstrating that the fraud claims were defectively pleaded. An order of the Chief Master setting aside permission to serve out of the jurisdiction was upheld on these and other grounds.
DIB v Ridley [2017] JRC204 – Successfully defending a Jersey discretionary trust from tracing and Pauline claims advanced by Dubai Islamic Bank in the Royal Court of Jersey. The proceedings raised novel issues as to the extent to which Sharia law principles are capable of qualifying contractual and equitable rights and remedies as a matter of Jersey common law.
Acting (with Lance Ashworth KC) for a leading arts university in proceedings (now settled) claiming >£1m from a group of IT consultants who, among other things, are alleged to have persuaded it to purchase services from companies with whom they had undisclosed relationships by making fraudulent misrepresentations designed to engender fear, uncertainty and doubt in respect of the university’s IT systems.
Acting for the founder of a group of companies offering timeshare exit services, who was alleged to have induced its members to purchase travel vouchers as part of an exit package using fraudulent misrepresentations. The case raised complex issues as to the value of the timeshare exit services and vouchers, the misuse of confidential information and database rights, and the operation of exclusion and entire agreement clauses in consumer contracts.

Administrative & Public Law

Certain of Matthew’s civil fraud matters have led to his involvement in related public law proceedings. These have included English judicial review proceedings (acting with Philip Marshall KC) raising novel issues concerning the duties of prosecuting authorities in respect of materials seized under search warrants (R (BES) v Preston Crown Court [2018] EWHC 1534 (Admin) and the scope of local authorities’ powers to investigate and prosecute fraud (R (Qualter & Ors) v Preston Crown Court [2019] EWHC 2563 (Admin)).

Matthew also acted for individuals involved in a Guernsey investment fund who were unsuccessfully prosecuted and sought orders requiring the prosecuting authority to, among other things, correct historical public statements made about them and take further steps necessary for them to vindicate their reputations. The matter settled at the pre-action stage.

Trusts & Probate

Matthew was a member of Sheikh Abdullah’s counsel team in the long-running Alhamrani litigation in Jersey. He has subsequently been involved in a wide range of trust and probate disputes, involving allegations of breaches of duty in the context of investment decisions and the unravelling of tax planning structures with unintended tax consequences.

Matthew has also frequently advised upon, and appeared in the Family Division in connection with, a number of company, trust and insolvency issues that have arisen in the context of family law proceedings.

Banking & Financial Services

Matthew enjoys a strong reputation in the field of banking and financial services, frequently acting for borrowers and lenders in respect of high-value, multi-jurisdictional disputes involving very substantial sums. Alongside his role in PNB v Srinivasan and the Kijani litigation (see Civil Fraud above), recent instructions include acting with Phlip Marshall KC for a high-profile Middle Eastern group of companies defending proceedings alleging fraud, breach of trust and dishonest assistance spanning multiple jurisdictions.

Private International Law

Cases in which Matthew is involved frequently raise difficult and complex questions of private international law. He has recently acted unled against leading and junior counsel in two multi-day High Court jurisdictional disputes, upholding an order dismissing permission to serve out in one (PNB v Srinivasan & Ors (see civil fraud above)) and successfully resisting a set aside application in the other (Ridley v Dubai Islamic Bank [2020] EWHC 1213 (Comm)).