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

Court: time and day can impact limitation period – OUT-LAW.com

Posted March 27th, 2019 in appeals, limitations, news, shareholders, time limits by sally

‘The time of day that a cause of action accrues can alter the date on which the limitation period for raising a claim against that action expires, the Court of Appeal has suggested.’

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OUT-LAW.com, 26th March 2019

Source: www.out-law.com

Potential use of share options in divorce settlements – Family Law

Posted January 17th, 2019 in divorce, families, financial dispute resolution, news, shareholders by tracey

‘In this article, Trevor Slack, a partner at Griffins and former principal at Charles River Associates, discusses an approach that may be taken in valuing a family business in divorce proceedings.’

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Family Law, 16th January 2019

Source: www.familylaw.co.uk

The rule against reflective loss – Henderson Chambers

Posted December 12th, 2018 in company directors, news, shareholders, winding up by sally

‘Imagine a company has been dishonestly asset-stripped by one of its directors. The assets have gone into his own pocket. The company is wound up. The shareholders and creditors have little hope of recovering much from it. The obvious next step is to pursue the director. But the shareholders cannot recover the loss in value of their shareholding against him; that claim is barred by the rule against reflective loss. Is a claim by an unsecured creditor who is not a shareholder similarly barred? In Garcia v Marex Financial Limited [2018] EWCA Civ 1468, the Court of Appeal held that it was.’

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Henderson Chambers, 6th December 2018

Source: www.hendersonchambers.co.uk

High Court rejects funder’s bid for “mini-trial” of £14m claim – Litigation Futures

Posted December 11th, 2018 in banking, news, shareholders by sally

‘Litigation funder Vannin Capital has failed to obtain summary judgment of its £14m claim against RBS shareholders it backed who then successfully sued the bank.’

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Litigation Futures, 11th December 2018

Source: www.litigationfutures.com

BT loses appeal to change method of pensions calculation – The Guardian

Posted December 5th, 2018 in appeals, news, pensions, shareholders by sally

‘BT has lost a legal bid to make changes to its pension scheme that unions claim would have transferred an estimated £2bn of wealth from scheme members to shareholders.’

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The Guardian, 4th December 2018

Source: www.theguardian.com

High Court orders partner to sell his share of law firm – Legal Futures

Posted November 8th, 2018 in company directors, law firms, news, shareholders, unfairly prejudicial conduct by tracey

‘The High Court has ruled that a partner in a law firm who paid himself £16,500 after he had left the firm and was “effectively competing with it” breached his director’s duties.’

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Legal Futures, 8th November 2018

Source: www.legalfutures.co.uk

Akhmedova v Akhmedov: piercing the corporate veil – Family Law

Posted July 3rd, 2018 in company law, divorce, financial provision, news, shareholders by sally

‘It is not incomprehensible that wealthy business shareholders feed their high-net-worth assets through their companies, with the consequence of making the assets available to their spouse limited and out of reach. It therefore comes as no real surprise that the English family courts have shown that they are prepared to tackle the issues related with parties hiding international assets within divorce proceedings, whilst trying to remedy the same.’

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Family Law, 2nd July 2018

Source: www.familylaw.co.uk