Category: derivative claims

McGaughey v USS Ltd – derivative actions against directors of a corporate pension trustee – Pensions Barrister

Posted August 17th, 2023 in company directors, derivative claims, fiduciary duty, news, pensions, trusts, universities by sally

‘In McGaughey v USS Ltd [2023] EWCA Civ 873, two active members of the Universities Superannuation Scheme (the “USS”) applied for permission to continue a derivative action on behalf of the corporate trustee of the USS, Universities Superannuation Scheme Limited (“USSL”), against its current and former directors. USSL is a company limited by guarantee of which its directors were the members. By the derivative action, the two USS active members sought to cause USSL to sue the corporation’s directors for alleged breaches of the duties owed by the directors to USSL. The Court of Appeal refused to permit the claim to go forward.’

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Pensions Barrister, August 2023

Source: www.pensionsbarrister.com

UK businesses should be aware of a growing trend of climate change-based litigation according to one expert, after environmental law charity ClientEarth announced legal action against Shell – OUT-LAW.com

Posted March 22nd, 2022 in charities, climate change, company directors, derivative claims, energy, news by tracey

‘UK businesses should be aware of a growing trend of climate change-based litigation according to one expert, after environmental law charity ClientEarth announced legal action against Shell.’

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OUT-LAW.com, 18th March 2022

Source: www.pinsentmasons.com

Derivative actions involving LLPs: common law test for permission trumps section 263 of the Companies Act 2006 – Hardwicke Chambers

Posted May 7th, 2020 in civil procedure rules, company law, derivative claims, limited liability partnerships, news by sally

On 21 April 2020, Zacaroli J allowed an appeal brought against the decision of HHJ Saunders in Homes of England v Nick Sellman (Holdings) Limited. The case concerned Bromham Road Development LLP (BRD), a limited liability partnership which owned the freehold of a property situated at 51 Bromham Road, Bedford (the property). Homes of England (HoE) and Nick Sellman (Holdings) Limited (Holdings) are each 50% partners in BRD. HoE alleged that Holdings, in breach of duties of honesty and good faith owed to HoE, and in breach of a duty to act in the best interests of BRD, delayed in executing documentation required to refinance the property. HoE alleged that this delay increased the amount required to redeem BRD’s original loan from Wellesley Finance plc by £206,933.21.

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Hardwicke Chambers, 1st May 2020

Source: hardwicke.co.uk

Derivative actions and unfair prejudice petitions, by Georgina Squire – Law Society Gazette

Posted September 25th, 2019 in company law, derivative claims, dispute resolution, families, news, partnerships, shareholders, unfairly prejudicial conduct by michael

‘Shareholder claims principally consist of unfair prejudice petitions (UPPs), instigated by members on their own behalf, and derivative actions (DAs), brought by the members on behalf of the company. Dinglis v Dinglis [2019] and Tonstate Group Ltd and Ors v Edward Wojakovski [2019] have developed the law surrounding a shareholder’s ability to bring UPPs and DAs. They involve family-run companies, providing cautionary tales for family members who choose not to formalise matters sufficiently.’

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Law Society Gazette, 23rd September 2019

Source: www.lawgazette.co.uk

English courts’ willingness to uphold parties’ choice of law provides certainty in Brexit world, says expert – OUT-LAW.com

Posted June 21st, 2017 in agreements, appeals, arbitration, contracts, courts, derivative claims, international law, jurisdiction, London, news by sally

‘A Court of Appeal decision upholding the parties’ choice to use English law under a swap agreement will provide some relief to financial firms despite the ongoing uncertainty around the UK’s decision to leave the EU, an expert has said.’

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OUT-LAW.com, 21st June 2017

Source: www.out-law.com

Multiple Derivative Actions in Company Law – Can You Or Can’t You? – New Square Chambers

Posted May 21st, 2013 in company law, derivative claims, fraud, news, subsidiary companies by sally

“It has long been recognised in English law that as an exception to the rule in Foss v Harbottle a member of a company may bring an action on its behalf against wrongdoers who exert control over the company and who are preventing it from enforcing its rights, i.e. the single derivative action. A multiple derivative action potentially arises where the proposed claimant is not a member of the wronged company but is a member of the ultimate holding company. Since the coming into force of the Companies Act 2006, there has been considerable debate as to whether that legislation removed the common law double derivative action or even, in some quarters, whether such a common law action ever existed.”

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New Square Chambers, 17th May 2013

Source: www.newsquarechambers.co.uk

Universal Project Management Services Ltd v Fort Gilkicker Ltd and others – WLR Daily

Posted February 28th, 2013 in derivative claims, law reports, limited liability partnerships, partnerships by sally

Universal Project Management Services Ltd v Fort Gilkicker Ltd and others [2013] EWHC 348 (Ch); [2013] WLR (D) 82

“English common law recognised multiple derivative actions before the coming into force of the Companies Act 2006 and they had survived the coming into force of that Act.”

WLR Daily, 26th February 2013

Source: www.iclr.co.uk

Certain Limited Partners in Henderson PFI Secondary Fund II LLP (a firm) v Henderson PFI Secondary Fund II LLP (a firm) and others – WLR Daily

Posted November 28th, 2012 in company law, contracts, derivative claims, law reports, partnerships by sally

Certain Limited Partners in Henderson PFI Secondary Fund II LLP (a firm) v Henderson PFI Secondary Fund II LLP (a firm) and others [2012] EWHC 3259 (Comm); [2012] WLR (D) 348

“A derivative claim brought by limited partners in a partnership, in the partnership’s name, against the partnership’s manager was permitted where there were special circumstances to justify such a claim.”

WLR Daily, 16th November 2012

Source: www.iclr.co.uk

Bamford v Harvey and another – WLR Daily

Posted October 30th, 2012 in derivative claims, law reports, shareholders by sally

Bamford v Harvey and another [2012] EWHC 2858 (Ch); [2012] WLR (D) 298

“‘Wrongdoer control’ of a company was not an absolute preclusive condition for the bringing of a derivative claim. However. where proceedings clearly could have been brought in the name of the company and no objection was raised on that ground, they should be so brought.”

WLR Daily, 18th October 2012

Source: www.iclr.co.uk

Roberts v Gill & Co – WLR Daily

Posted May 24th, 2010 in civil procedure rules, derivative claims, law reports, limitations, Supreme Court, wills by sally

Roberts v Gill & Co [2010] UKSC 22; [2010] WLR (D) 130

“A beneficiary under a will who had commenced proceedings against solicitors he alleged had acted negligently in connection with the estate could not, after the relevant limitation period had expired, amend his claim so as to also claim on behalf of the estate by way of a derivative action.”

WLR Daily, 21st May 2010

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Roberts v Gill & Co (a Firm) and Another – Times Law Reports

Posted August 18th, 2008 in derivative claims, joinder, law reports by sally

Roberts v Gill & Co (a Firm) and Another

Court of Appeal

“When the court gave permission for a personal claim, brought by a beneficiary of an estate in his personal capacity, to be continued as a derivative claim on behalf of the estate, the personal representative or administrator had to be joined as a party to those proceedings.”

The Times, 18th August 2008

Source: www.timesonline.co.uk

Please note the Times Law Reports are only available free on Times Online for 21 days from the date of publication.

Roberts v Gill & Co and another – WLR Daily

Posted July 17th, 2008 in derivative claims, joinder, law reports by sally

Roberts v Gill & Co and another [2008] EWCA Civ 803; [2008] WLR (D) 239

“Where a beneficiary of an estate brought a derivative claim, the personal representative had to be joined as a party, since the situation was indistinguishable from that of a derivative action brought by a member of a company or corporate body, in which the company had to be joined as a defendant under CPR r 19.3.”

WLR Daily, 16th July 2008

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Franbar Holdings Ltd v Patel and others – WLR Daily

Posted July 4th, 2008 in company directors, derivative claims, law reports, shareholders by sally

Franbar Holdings Ltd v Patel and others [2008] EWHC 1534 (Ch); [2008] WLR (D) 220

“Where the question of ratification arose in the context of an application to continue a derivative claim, under s 261 of the Companies Act 2006, the court should ask itself whether the ratification had the effect that the claimant was being improperly prevented from bringing the claim on behalf of the company. That also applied where the connected person provisions in s 239 were not satisfied but there was still actual wrongdoer control by which there had been a diversion of assets to persons associated with the wrongdoer, albeit not connected in the sense provided by s 239(4).”

WLR Daily, 3rd July 2008

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.