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...
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...
8 Apr 2021 13:21
Does the rule against reflective loss apply to former shareholders? A review of Nectrus Ltd v UCP PLCIn Nectrus Ltd v UCP PLC [2021] EWCA Civ 57, the Court of Appeal considered an application to reopen a final appeal permission to appeal under CPR Part 52.30. The case considers both: (i) whether the rule against reflective loss, as considered by the USKC in Marex v Sevilleja [2020] UKSC 31 more...
Putting a price on the “Crown Jewels”: Valuation of shareholdings in unquoted companies and other business interests
The accompanying note to Andrew Marsden's and Roger Isaacs' recent seminars on "Putting a price on the Crown Jewels: Valuation of shareholdings in unquoted companies and other business interests is available here 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...
Shareholder Protection From Unfair Prejudice
Shareholder Protection from Unfairly Prejudicial Conduct Andrew Marsden’s recent series of seminars is available to view free at: http://commercialchambers.org/video And the latest edition of the accompanying “Case and Statute Citator” is available at: http://commercialchambers.org/publications Tel: more...
Edward Davies QC considers the decision to put Lord Grade's media investment company into administration
In Re Gate Ventures plc [2020] EWHC 709 (Ch) the court considered a creditor’s application for an administration order over Gate Ventures plc (Gate Ventures). Gate Ventures is a media investment company. It was established with the backing of a number of figures who are well known in the British 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...
25 Oct 2018 07:49
Disputes Matter – Autumn 2018Autumn 2018's Disputes Matter newsletter is available on the Walker Morris website. The round-up features the following articles: Proportionality in litigation costs: Further guidance from the courts Informal contracts, settlements, variations and part-payments: Understand the risks Without 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...
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...
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