Trade bodies publish new market abuse guidance to replace Model Code – OUT-

‘Guidance and specimen policy documents to help quoted companies comply with new market abuse rules when dealing in shares have been published by the UK’s main trade bodies for governance professionals and general counsel.’

Full story, 29th June 2016


In re Zavarco (No 2); Blomqvist v Zavarco plc and another (No 2); Blomqvist v Teoh and others – WLR Daily

Posted June 3rd, 2016 in company directors, company law, estoppel, law reports, shareholders by sally

In re Zavarco (No 2); Blomqvist v Zavarco plc and another (No 2); Blomqvist v Teoh and others [2016] EWHC 1143 (Ch)

‘The shareholder claimed to have purchased a 66·6% share in the company, a United Kingdom holding company of a group operating in South East Asia. Following a substantial fall in the share price the shareholder requested that the directors call a general meeting of the company, which, by section 303 of the Companies Act 2006, they were required to do if they received requests from members representing at least 5% of the paid-up capital of the company. The directors refused to call the general meeting requested, contending that the shareholder’s shares were in fact not paid up. The shareholder served a notice pursuant to section 305 of the 2006 Act, by which a shareholder was entitled to call a meeting if the directors had wrongfully refused to do so. The company subsequently informed the shareholder that it had issued further shares to a Malaysian company reducing his shareholding to 1·17%. The shareholder commenced two actions, one by a petition for a declaration that the notice served by him under section 305 of the 2006 Act was valid and effective and a direction that the general meeting be held, and the other, by a Part 8 claim form for an order rectifying the company’s register of members to delete the additional share issue for want of authorisation.’

WLR Daily, 17th May 2016


Just and Equitable Winding – Up & Bankruptcy Trustees – New Square Chambers

‘In a recent decision the Companies Court has held that trustees in bankruptcy do not need to satisfy the actual registration requirements set out in s.124(2)(b) of the Insolvency Act 1986 (“IA”) before presenting a just and equitable winding-up petition. For the first time, the decision in Stratford Edward Hamilton & James Ashley Dowers (Trustees in Bankruptcy of Charles Newell Brown) v Maureen Frances Brown & C&MB Holdings Ltd [2016] EWHC 191 (Ch)puts bankruptcy trustees in the same position as they are in with respect to unfair prejudice petitions and means that they do not have to wait a minimum of six months following their appointment to have the necessary locus to present a just and equitable winding up petition.’

Full story

New Square Chambers, 11th April 2016


Court confirms that limitation of liability clauses in acquisition documentation will be interpreted strictly –

Posted March 29th, 2016 in accountants, limitations, news, shareholders, time limits, warranties by sally

‘A 20-day time limit within which claims for breaches of warranty as part of a share purchase agreement (SPA) had to be raised only began running once the buyer was aware of the “proper basis for a claim”, the Court of Appeal has ruled.’

Full story, 29th March 2016


Supreme Court: not enough for directors to use powers ‘honestly’ or ‘in good faith’ –

Posted December 7th, 2015 in appeals, company directors, disclosure, news, shareholders, Supreme Court by sally

‘Directors of a publicly-listed gas exploration company were not entitled to impose voting restrictions on certain shareholders which had failed to comply with statutory disclosure notices, the UK’s highest court has ruled.’

Full story, 4th December 2015


No No fault divorce for shareholders – New Square Chambers

Posted October 7th, 2015 in company law, news, shareholders by sally

‘The double negative is not in error. Shareholder disputes are frequently similar to an old fashioned divorce, with emotion and greed outgunning logic and truth in the contest for control of anything of value left over from the wreckage of a once prosperous partnership. But in the recent BVI case of Zhangyong v Union Zone Management Limited and others, the issue arose as to whether, as with a modern disaffected couple, unhappy shareholders could get a no fault divorce. In Union Zone, the Claimants had sought to establish unfair prejudice under s184I of the BVI Companies Act 2004 (which is similar in effect to s994 Companies Act 2006) but wholly failed to prove the alleged quasi partnership that underpinned the unfair prejudice allegations. The Claimants, who had pleaded winding up on the just and equitable ground as an alternative remedy for unfair prejudice, then sought to avail themselves of that as a free standing remedy, on the basis that it provided “a neat and fair solution”. The relevant question, however, was “a neat and fair solution to what?” The answer was, to their disenchantment with the manner in which the majority was conducting the business of the company. The authorities are clear: wide though the just and equitable jurisdiction may be, it is not a get out of jail free card for disaffected shareholders. Lord Wilberforce said, in Ebrahimi v Westbourne Galleries.’

Full story

New Square Chambers, 30th September 2015


Serious Fraud Office v Saleh – WLR Daily

Serious Fraud Office v Saleh [2015] EWHC 2119 (QB); [2015] WLR (D) 368

‘Where the court in another jurisdiction made an order for the restoration of shares to their owner in consequence of the abandonment of forfeiture proceedings by the prosecuting authority in that jurisdiction, the prosecuting authority in the United Kingdom was not prevented from initiating proceedings against the proceeds of sale of those shares located within the United Kingdom.’

WLR Daily, 21st July 2015


Granting an option to purchase a shareholding to a party as relief for unfair prejudice was within the court’s discretion – Tanfield Chambers

Posted July 28th, 2015 in appeals, company law, insolvency, news, shareholders, valuation by sally

‘Granting an option to purchase a shareholding to a party for a significant sum as relief for unfair prejudice was within the court’s discretion under the Companies Act 2006 s.996 despite valuation evidence showing the company was balance sheet insolvent.’

Full story

Tanfield Chambers, 14th July 2015


Mutuals’ Deferred Shares Act 2015 –

Posted April 2nd, 2015 in insurance, legislation, shareholders by sally

Mutuals’ Deferred Shares Act 2015 published

Full text of Act


Tribunal adopts a literal interpretation of the provisions in allowing the taxpayer’s appeal – RPC Tax Take

Posted December 12th, 2014 in appeals, income tax, news, shareholders, tax avoidance, tax credits by sally

‘In Philip Shirley v HMRC, [1] the First-tier Tribunal (Tax Chamber) (FTT) concluded that a provision in a statute rewritten as part of the Tax Law Rewrite Project should be literally interpreted as the wording in question was clear and unambiguous.’

Full story

RPC Tax Take, 11th December 2014


Supreme Court agrees to hear case on breach of unless order – Litigation Futures

‘The Supreme Court is to consider the consequences of failing to comply with an unless order for a second time, it has emerged.’

Full story

Litigation Futures, 28th November 2014


No loss of confidence – establishing causation in confidential information claims – RPC Privacy Law

‘This case is an interesting example of a claim for breach of confidence (both in contract and in equity) where, although liability was established, only nominal damages (£1) were awarded to the Claimant.’

Full story

RPC Privacy Law, 7th October 2014


Ageas (UK) Ltd v Kwik-Fit (GB) Ltd and another – WLR Daily

Posted October 7th, 2014 in damages, law reports, shareholders, valuation, warranties by sally

Ageas (UK) Ltd v Kwik-Fit (GB) Ltd and another [2014] EWHC 2178 (QB); [2014] WLR (D) 407

‘It is was permissible to depart from the prima facie rule that damages following a breach of warranty in a share sale agreement were to be assessed at the date of breach and so to take into account events which had occurred after that date, where such departure was necessary to give effect to the overriding compensatory principle of assessment of damages.’

WLR Daily, 4th July 2014


Shareholder democracy in shackles? – 11 Stone Buildings

Posted August 7th, 2014 in company law, news, shareholders by sally

‘Lexa Hilliard QC and Sarah Clarke discuss the potential ramifications of the first Court of Appeal decision in Burry & Knight Ltd V Martin John Murless Knight (2014) [2014] EWCA Civ 604 on new provisions in the Companies Act 2006 which limit access to the register of members.’

Full story (PDF)

11 Stone Buildings, July 2014


Two more guilty of record boiler room fraud – BBC News

‘New convictions in the UK’s biggest-ever boiler room scam bring the total convictions in this £70m fraud to nine.’

Full story

BBC News, 4th June 2014


In re Olympus UK Ltd and others – WLR Daily

Posted May 8th, 2014 in law reports, mergers, regulations, shareholders by tracey

In re Olympus UK Ltd and others; [2014] EWHC 1350 (Ch); [2014] WLR (D) 184

‘A proposed cross-border merger where the shareholders in the transferor company had agreed not to receive shares or other securities in the transferee would be compliant with and effective under the Companies (Cross-Border Mergers) Regulations 2007 (SI 2007/2974).’

WLR Daily, 1st May 2014


Public register to boost company transparency – Department for Business, Innovation and Skills & Prime Minister’s Office

Posted October 31st, 2013 in company law, disclosure, news, shareholders by michael

“Details of who really owns and controls UK companies will be made publicly accessible, the Prime Minister announced at the Open Government Partnership summit.”

Press release

BIS and Prime Minister’s Office, 31st October 2013


Eclairs Group Ltd and another v JKX Oil & Gas plc and others – WLR Daily

Eclairs Group Ltd and another v JKX Oil & Gas plc and others [2013] EWHC 2631 (Ch); [2013] WLR (D) 373

“The ‘reasonable cause to believe’ provision in section 793 of the Companies Act 2006 operated for the purposes of all its subsections, but operated only in relation to the addressee of a notice. Questions directed to a person who had or was believed to have an interest in the company’s shares about the interests of another person had to be questions about interests in the addressee’s shares, not other shares. It was permissible to ask and receive an answer to the direct question ‘Does [the third party] have an interest?’.”

WLR Daily, 30th August 2013


“Legislating for Responsible Capitalism”. A paper by Stephen Hockman QC – Six Pump Court

“Stephen Hockman QC has written a paper published by the Policy Network, entitled ‘Legislating for Responsible Capitalism: what it means in practice’.”

In the paper, he explores the legal amendments available to improve the monitoring, transparency and accountability of corporate practice.”

Full story (PDF)

Six Pump Court, 19th June 2013


Group Seven Ltd v Allied Investment Corpn Ltd and others – WLR Daily

Group Seven Ltd v Allied Investment Corpn Ltd and others [2013] EWHC 1509 (Ch); [2013] WLR (D) 224

“A company which had a sole director, who also owned all its shares, did not hold or control its assets in accordance with that sole director and shareholder’s ‘direct or indirect instructions’ within the meaning of paragraph 6 of the standard form freezing order in the Civil Procedure Rules.”

WLR Daily, 6th June 2013