Case Comment: Sevilleja v Marex Financial Ltd [2020] UKSC 31 – UKSC Blog

Posted September 4th, 2020 in appeals, company law, damages, debts, insolvency, news, shareholders, Supreme Court, third parties by sally

‘In this case comment, David Bridge and Jessica Foley, both solicitor-advocates within the CMS litigation & arbitration team, comment on the decision handed down by the UK Supreme Court earlier this summer in the matter of Sevilleja v Marex Financial Ltd [2020] UKSC 31, which concerned whether the rule against reflective loss bars creditors of a company from claiming directly against a third party for asset-stripping the company.’

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UKSC Blog, 4th September 2020

Source: ukscblog.com

Macquarie Global Infrastructure Funds 2 Sarl v Rodino – Blackstone Chambers

Posted August 13th, 2020 in agreements, jurisdiction, news, shareholders by sally

‘The Commercial Court (Jacobs J) has dismissed applications to dispute the English Court’s jurisdiction in respect of claims for damages and declarations of non-liability in respect of proceedings brought by the Defendants in Luxembourg claiming damages in excess of €68 million. The decision illustrates the English Court’s commercially-minded approach to the construction of exclusive jurisdiction clauses and to the provisions of the Brussels I Recast Regulation that confer priority on courts seised under those clauses.

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Blackstone Chambers, 6th August 2020

Source: www.blackstonechambers.com

Reining in the rule against reflective loss: Sevilleja v Marex Financial Ltd – Hardwicke Chambers

Posted July 30th, 2020 in causation, company law, damages, insolvency, news, shareholders, Supreme Court by sally

‘In a much-anticipated judgment, the Supreme Court in Sevilleja v Marex Financial Ltd unanimously allowed an appeal against a decision which, if it had been allowed to stand, would have denuded the intentional economic torts of much of their practical utility.’

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Hardwicke Chambers, 28th July 2020

Source: hardwicke.co.uk

Reflecting on “reflective loss”: Case note on Sevilleja v Marex Financial Ltd [2020] UKSC 31 – Hailsham Chambers

Posted July 30th, 2020 in causation, company law, damages, insolvency, news, shareholders, Supreme Court by sally

‘The appeal to the Supreme Court in Sevilleja v Marex Financial Ltd [2020] UKSC 31 re-states the principle that a company’s shareholders cannot recover damages against a wrongdoer for loss which is “reflective” of a loss caused by the wrongdoer to the company itself.’

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Hailsham Chambers, July 2020

Source: www.hailshamchambers.com

Sevilleja v Marex: Reflective Loss Restated – 4 New Square

Posted July 30th, 2020 in causation, company law, damages, insolvency, news, shareholders, Supreme Court by sally

‘The Supreme Court’s decision in Sevilleja v. Marex Financial Ltd, 15 July 2020, fundamentally restates the doctrine of reflective loss in company law so that:

A claim by a company’s creditor against a third party will not be barred where it reflects loss suffered by the company, even if the creditor is also a shareholder; and
There is no longer an exception to the doctrine where the wrongdoer has brought about the company’s impecuniosity.’

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4 New Square, 17th July 2020

Source: www.4newsquare.com

De Sena v Notaro [2020] EWHC 1031 (Ch): The family, the demerger and the expert who wasn’t an expert – Hailsham Chambers

‘The case arose out of a corporate demerger which took place in relation to a family owned company, S Notaro Holdings (“Holdings”), on 28 April 2011. The First Claimant (C1), and the First Defendant (D1) were siblings. Prior to the demerger, they were both shareholders in and directors of Holdings. Neither were majority shareholders. D1 held 43.75% of the shares in Holdings, and C1 held 31.25%. In the demerger, C1 gave up her shares in Holdings in exchange for some assets of Holdings or its subsidiaries being transferred to the Second Claimant (C2), a company formed for that purpose, owned and controlled by C1.’

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Hailsham Chambers, June 2020

Source: www.hailshamchambers.com

No tax relief on pension contributions paid in shares – Wilberforce Chambers

Posted May 29th, 2020 in income tax, news, pensions, shareholders by sally

‘In a decision which threatens to bring turmoil to vast number of SIPPs (self-invested personal pensions), the Upper Tribunal has decided in HMRC v Sippchoice Ltd [2020] UKUT 149 (TCC) (Roth J and Upper Tribunal Judge Greg Sinfield) that member contributions to registered pension schemes are only eligible for tax relief where they are paid in money. Where a member transfers shares to the scheme trustees no tax relief is available, even where done in satisfaction of a money debt, and notwithstanding the terms of HRMC’s own Pensions Tax Manual which appears to say the opposite.’

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Wilberforce Chambers, 18th May 2020

Source: www.wilberforce.co.uk

The expansion of a director duty to act in the interests of the company – Hardwicke Chambers

Posted February 26th, 2020 in chambers articles, company directors, news, shareholders by sally

‘A director’s duty to act in good faith in the interests of the company is the cornerstone of a director’s position. This long standing obligation was revamped in the Companies Act 2006 with the introduction of a new requirement that directors should have regard to a package of concerns reflecting what has been described as “enlightened shareholder value”. Following the enactment of section 172 of the Companies Act 2006, when determining what is in the interests of the company, directors are required to look beyond the pursuit of profit and consider various factors and third parties stakeholders who could be affected by the decision.’

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Hardwicke Chambers, 24th February 2020

Source: hardwicke.co.uk

Banking litigators eye disputes from LIBOR change – Litigation Futures

Posted January 8th, 2020 in banking, class actions, contracts, interest, news, shareholders by sally

‘The replacement of LIBOR and the growth in class actions are set to come to the fore for banking litigators, according to specialist solicitors.’

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Litigation Futures, 7th January 2020

Source: www.litigationfutures.com

VAT recoverable on shareholder employee tax avoidance scheme says tribunal – OUT-LAW.com

Posted December 11th, 2019 in company directors, employment, news, shareholders, tax avoidance, taxation, tribunals, VAT by tracey

‘Advice on incentivising employees in a tax efficient manner has a direct and immediate link to the purposes of the business and so VAT input tax should be recoverable, even if the employees are directors and shareholders, the UK’s First-tier Tribunal (FTT) has ruled.’

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OUT-LAW.com, 10th December 2019

Source: www.pinsentmasons.com

The CumEx trading scandal: What are the implications for the UK? – 5SAH

Posted November 26th, 2019 in financial regulation, news, shareholders, tax avoidance, taxation by sally

‘“CumEx” is a controversial dividend arbitrage stock trading practice currently under investigation in several European jurisdictions with, to date, limited involvement from the UK authorities. It allegedly caused significant losses to various EU treasuries, which are currently engaged in civil proceedings, regulatory settlements and criminal proceedings, including against two former London traders who are currently on trial for tax fraud in Germany.’

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5SAH, 19th November 2019

Source: www.5sah.co.uk

Lloyds shareholders lose legal fight over HBOS takeover – The Guardian

Posted November 18th, 2019 in banking, class actions, damages, disclosure, news, shareholders, takeovers by sally

‘Thousands of shareholders in Lloyds Banking Group have lost a multimillion pound legal battle against the bank over its takeover of HBOS at the height of the global financial crisis.’

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The Guardian, 15th November 2019

Source: www.theguardian.com

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

‘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

Expert Evidence on Share Valuations: When to use hot tubbing in unfair prejudice petitions – 4 New Square

‘A critical part of any unfair prejudice petition is the valuation of the minority shareholding. Paul Mitchell QC and Nigel Burroughs of 4 New Square were counsel on different sides in Swain v Swains Plc, a case in which the expert share valuation evidence was taken concurrently. They look at the pros and cons of hot tubbing, and offer practical advice on how to approach the way experts should give their evidence.’

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4 New Square, 22nd July 2019

Source: www.4newsquare.com

Shareholder Disputes in Sport – 4 New Square

‘As the law of unfair prejudice in the conduct of companies’ affairs has developed, sports clubs (particularly football and rugby clubs) have proved to be fertile sources of disputes between shareholders. In this article, we examine unfair prejudice petitions which have concerned the sports sector to look at the effects of those decisions and at what we can learn not just about the sorts of shareholder disputes which arise in sports clubs but also what we can learn from those decisions and apply to shareholder disputes in other contexts.’

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4 New Square, 24th July 2019

Source: www.4newsquare.com

New Judgment: Tillman v Egon Zehnder Ltd [2019] UKSC 32 – UKSC Blog

‘This appeal considered whether the doctrine of restraint of trade is engaged by a restriction on post-employment shareholding, the proper construction of the phrase ‘interested in’ in a non-competition covenant, and the correct approach to severance of a non-competition covenant.’

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UKSC Blog, 3rd July 2019

Source: ukscblog.com

Law Commission begins review of intermediated securities system – Law Commission

Posted June 12th, 2019 in Law Commission, press releases, shareholders by tracey

‘The Law Commission has begun reviewing the system of intermediated securities in order to identify potential issues for both investors and companies.’

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Law Commission, 11th June 2019

Source: www.lawcom.gov.uk

First High Court guidance on proportionality leads to huge costs cut – Litigation Futures

Posted June 10th, 2019 in appeals, costs, litigants in person, news, proportionality, shareholders by sally

‘The first High Court judge to give guidance on applying the proportionality test has overturned a costs master’s ruling and slashed the costs he allowed by more than two-thirds.’

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Litigation Futures, June 2019

Source: www.litigationfutures.com

Entrepreneurs’ Relief: preference shares were ‘ordinary share capital’, says Tribunal – OUT-LAW.com

Posted May 28th, 2019 in dividends, HM Revenue & Customs, news, shareholders, taxation, tribunals by tracey

‘Preference shares which carried the right to a fixed cumulative preferential dividend were ‘ordinary share capital’ for the purposes of calculating entrepreneurs’ relief, the First-tier Tribunal has decided.’

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OUT-LAW.com, 24th May 2019

Source: www.out-law.com

New Judgment: R (Derry) v Commissioners for HMRC [2019] UKSC 19 – UKSC Blog

Posted April 11th, 2019 in income tax, news, shareholders, statutory interpretation, Supreme Court by sally

‘This appeal considered the correct procedure HMRC is required to follow under the Taxes Management Act 1970, where it wishes to enquire into a claim for carry-back share loss relief made in a self-assessed and calculated tax return.’

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UKSC Blog, 10th April 2019

Source: ukscblog.com