16 results
Directors’ duties – To what extent is a person who has resigned as a director still subject to a duty to avoid conflicts of interest with his former company?
In Burnell v Trans-Tag Ltd [2021] EWHC 1457 (Ch), the High Court considered the scope of a director’s duty to avoid conflicts of interest under s 175 CA 2006 as it continues to apply to a former director by virtue of s 170(2) CA 2006. The issue arose in a counterclaim that was brought as part of a more...
Public Interest Winding Up – Is ‘lack of transparency’ a sufficient basis for the Secretary of State to seek to wind up a company?
In The Secretary of State for Business, Energy and Industrial Strategy v Celtic Consultancy & Enterprises Ltd [2021] EWHC 1240 (Ch), the High Court considered petitions seeking the winding up of three companies under s 124A Insolvency Act 1986. The court had to decide whether a company's alleged more...
Valuation of shareholdings in limited companies and other business interests
You can access videos of the recent seminars I delivered with Roger Isaacs on the "Valuation of shareholdings in private companies and other business interests: Part 2" here or at: http://commercialchambers.org/video/view/7 more...
Valuation of shareholdings in private companies and other business interests Part 1
You can access videos of the recent seminars I delivered with Roger Isaacs on the "Valuation of shareholdings in private companies and other business interests: Part 1" here or at http://commercialchambers.org/video/view/8 more...
IsZo Capital v Nam Tai; $170m allotment of shares set aside for improper purpose
IsZo Capital LP v Nam Tai Property Inc BVIHC (COM) 2020/0165 An Erskine Chambers team, comprising Martin Moore QC, Edward Davies QC and Ben Griffiths, together with Ogier counsel, Nick Burkill, succeeded in obtaining orders setting aside a $170 million allotment of shares in Nam Tai Property Inc. more...
Shareholder Protection From Unfairly Prejudicial Conduct: Case and Statute Citator 2021
Andrew Marsden has published the latest edition of his Case and Statute Citator regarding Shareholder Protection from Unfairly Prejudicial Conduct. Please feel free to download a copy here: http://commercialchambers.org/uploads/pdfs/ShareholderProtection2020.pdf more...
Company Directors: Legal Duties
Between July and September 2019 a total of 169,751 new incorporations were registered at Companies House, each with at least one director. It is possible to be registered as a Company Director with a few clicks on the Companies House website, and yet many individual directors do not appreciate the 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...
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...
6 Feb 2019 12:17
Minority shareholder litigation: breaking up can be hard to doSigning on the dotted line of the shareholders’ agreement and being part of the “next big thing” is all well and good, but what happens if things go wrong? A frequent occurrence is that, shortly after signing the shareholders’ agreement, the co-shareholders use their majority influence to push the more...
Shareholder Protection from Unfair Prejudice: Case and Statute Citator 2018
Shareholder Protection from Unfair Prejudice: Case and Statute Citator 2018 compiled by Andrew Marsden, Barrister Part 30 of the Companies Act 2006 enables a shareholder in a company who is being treated in an 'unfairly prejudicial’ way to seek relief from the court. Typically, these cases involve more...
Unfinished business: the Qatari commercial dispute that landed a Cayman Islands Judge in conflict
The Privy Council in Almazeedi v Penner and another (Cayman Islands) [2018] UKPC 3 have stressed the fundamental nature of the right to a fair trial by an independent and impartial tribunal. Almazeedi is a working example of how and when a Judge’s decision may be overturned on appeal due to the more...
Directors' duties, insolvency and Duomatic - Ball v Hughes [2017] EWHC 3228 (Ch)
PV Solar Solutions Ltd traded in the supply and installation of solar panels, and enjoyed the benefit of government subsidies designed to encourage the exploitation of solar energy. Following the reduction of those subsidies, the company went into administration and then, in November 2014, more...
Challenge to pre-pack defeated - Re Meem SL Limited (In Administration) [2017] EWHC 2688 (Ch)
Summary Where complaint is made about a pre-pack administration, more often than not it is the trade creditors who claim to have been left high and dry by the pre-arranged sale of the company’s business to the former management. The case of Re Meem SL Ltd (In Administration) [2017] EWHC 2688 (Ch) more...
Relief from liability under s1157 Companies Act 2006 -
Cullen Investments v Brown
The recent case of Cullen Investments Ltd v Brown [2017] EWHC 2793 (Ch) serves as a reminder of the rigorous approach that the court adopts when dealing with directors who have breached their duty to avoid conflicts of interests. The director in question (D2) had been found liable at an earlier more...
The Imagination Technologies Scheme
On 2 November 2017, Snowden J sanctioned a Part 26 CA 2006 scheme of arrangement pursuant to which CBFI Investment Limited (an acquisition vehicle formed at the direction of funds advised by Canyon Bridge Capital Partners LLC (Canyon Bridge)) acquired the entire issued and to be issued share capital more...
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