109 results
11 Oct 2019 14:41
Sufficient connections? Accessing the Court's scheme jurisdiction under Part 26 CA 2006Creditor schemes of arrangement - Michael Todd QC and Andrew Blake of Erskine Chambers consider whether the court will sanction a scheme where a company has been incorporated in England & Wales solely for the purpose of engaging the scheme jurisdiction under Part 26 CA 2006 Schemes of arrangement more...
13 Sep 2019 16:06
The issues for determination at a convening hearingMichael Todd QC and Andrew Blake of Erskine Chambers consider the High Court’s recent analysis of the function of the court at the convening hearing in a scheme of arrangement. A practice has developed in relation to schemes of arrangement, particularly those between a company and its creditors, of more...
2 Sep 2019 11:12
Warranty claims: Stobart Group Ltd v Stobart [2019] EWCA Civ 1376James Potts QC of Erskine Chambers considers the recent Court of Appeal decision on the construction of unilateral notices within the context of a share purchase agreement. In Stobart Group Ltd v Stobart [2019] EWCA Civ 1376, the Court of Appeal unanimously dismissed an appeal by Stobart Group Ltd more...
2 Sep 2019 09:50
Can a foreign court exercise powers conferred on ‘the court’ under English statute?Michael Todd QC and Philip Gillyon of Erskine Chambers consider whether a foreign court can exercise powers conferred on ‘the court’ under English statute, including under CA 2006 and IA 1986. S 899 CA 2006 provides that ‘the court’ may sanction a scheme of arrangement between a company and its more...
22 Aug 2019 10:00
Requisitions and chairman's powers: Kaye v Oxford House (Wimbledon) Management Company Ltd [2019] EWHC 2181 (Ch)In Kaye v Oxford House (Wimbledon) Management Company Ltd [2019] EWHC 2181 (Ch), Lance Ashworth QC (sitting as a deputy High Court Judge) addressed a number of legal issues relating to (1) the requisition by members of general meetings pursuant to s 303 of the Companies Act 2006 (the Act); and (2) more...
15 Aug 2019 14:12
Derivative claims in complex group structures: Tonstate Group Ltd v WojakovskiMichael Todd QC and Andrew Blake of Erskine Chambers examine derivative claims in complex group structures in Tonstate Group Ltd v Wojakovski. The proliferation of multi-national groups, sometimes with offshore holding company structures but with no other substantial connection to the jurisdiction more...
Shareholder Protection from Unfairly Prejudicial Conduct: Case and Statute Citator 2019
The latest edition of Andrew Marsden’s useful guide to the law relating to Shareholder Protection from Unfairly Prejudicial Conduct: Case and Statute Citator 2019: http://commercialchambers.org/uploads/pdfs/Shareholderprotection2019.pdf more...
24 Jul 2019 11:41
A natural and ordinary default: Network Rail v ABCLate last month, judgment was handed down in Network Rail Infrastructure v ABC Electrification Ltd. A decision of Joanna Smith QC, sitting as a deputy judge of the High Court in the TCC, Network Rail is of interest not only as an example of meticulous contractual analysis, but as a case that more...
18 Jul 2019 08:53
Bermuda Bar Council v Walkers (Bermuda)
Ltd [2019] UKPC 25Michael Todd QC and Philip Gillyon of Erskine Chambers consider the recent Privy Council decision in Bermuda Bar Council v Walkers (Bermuda) Ltd [2019] UKPC 25 Determining who ‘controls’ a company may be important for various reasons, for example: in applying the requirements of a wide range of more...
WALKERS (BERMUDA) LTD V BERMUDA BAR COUNCIL [2019] UKPC 25
Introduction Michael Todd QC and Philip Gillyon appeared for the successful Appellant, Walkers (Bermuda) Ltd (“WBL”), in the recent hearing before the Judicial Committee of the Privy Council (judgment handed down on 10 June 2019). The principal issue in the appeal was the meaning of “control” in a more...
17 Jul 2019 15:43
Creative remedies in unfair prejudice petitionsJust as there is an infinite variety of ways in which majority shareholders in a company can mistreat a minority shareholder, the court also has creativity at its disposal when determining the appropriate remedy. It is tempting to dismiss share valuation as the province of expert valuers. However, more...
17 Jul 2019 15:34
Where does the law stand now on discounts for minority holdings in non quasi-partnership companies?Introduction There has been little in the area of unfair prejudice petitions that has caused more controversy in recent years than whether successful petitioners, having established unfair prejudice against the wrongdoers, should see the price paid for their shares reduced, possibly almost to more...
17 Jul 2019 15:30
Share Valuation in Shareholder DisputesOverview When it comes to key issues in unfair prejudice petitions, there is little which is more important to petitioners and respondents alike than whether a buy out order is likely to be made by the court, and if so what price will be ordered to be paid for the shares. The issue of valuation, more...
17 Jul 2019 15:19
Recent Developments in Quasi-PartnershipsApplying the same set of legal rules to all companies, regardless of their individual circumstances and characteristics, can lead to injustice. The concept of “quasi-partnership” encourages a more nuanced approach and allows courts to recognise and enforce equitable obligations which may have arisen more...
17 Jul 2019 15:15
Unfair Prejudice Petitions: what makes prejudice “unfair”?Unfairness is an essential ingredient in minority shareholder petitions. Prejudice alone is not enough. This article explores just what it is that a petitioner needs to prove to make prejudice “unfair” in order for a petition to succeed. The Elements of a Section 994 Petition Section 994 of the more...
17 Jul 2019 15:08
Introduction to “Demystifying Shareholder Disputes”, a series of articles by 4 New Square4 New Square continues to enjoy rapid growth in its profile in acting in shareholder disputes in England & Wales and internationally, including the recent unfair prejudice petition in Edwardian Group case in which Justin Fenwick QC and Anthony Jones acted for the successful Petitioner. Throughout more...
27 Jun 2019 11:25
Creditors’ schemes of arrangement: issues arising in Re Noble Group LtdIn this series of five FromCounsel Case Features, Michael Todd QC and Andrew Blake (of Erskine Chambers) look at several of the issues which arose before Snowden J at the convening hearing stage of the Noble Group Ltd creditors’ scheme of arrangement: Re Noble Group Ltd [2018] EWHC 2911 (Ch) and at more...
26 Jun 2019 13:28
Rossendale Borough Council v Hurstwood PropertiesMichael Todd QC of Erskine Chambers considers the recent Court of Appeal decision in Rossendale Borough Council v Hurstwood Properties In Rossendale Borough Council v Hurstwood Properties (A) Ltd [2019] EWCA Civ 364, the Court of Appeal was concerned with claims brought by a local authority in more...
19 Jun 2019 15:18
Burnden Holdings (UK) Ltd v Fielding [2019] EWHC 1566 (Ch)On 19 June 2019, the High Court handed down a wide-ranging judgment concluding the lengthy proceedings brought by Burnden Holdings (UK) Ltd (“BHUK”) and its liquidator against two former directors, Mr and Mrs Fielding, in relation to a distribution in specie by BHUK and the grant of security in more...
Failure to pay dividends held unfairly prejudicial: Routledge v Skerritt [2019] EWHC 573 (Ch)
Summary This was an unfair prejudice claim brought by a minority shareholder under section 994 of the Companies Act 2006. The principal complaint concerned non-payment of dividends. The company had two classes of shares, ‘A’ and ‘B’ shares. The rights attached to the shares allowed for dividends to more...
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