Company


Modern company law is complex and exacting, requiring experience and expertise to chart a safe course in representing clients’ interests.

New Square Chambers has extensive experience in all areas of Company law including contentious and non-contentious work. Chambers is noted for its breadth of expertise in contentious work where Chambers has a “strong profile” and “real strength at the level of trial lawyers” (Legal 500 2013) with particular focus on shareholder disputes and issues surrounding directors’ duties.

Our approach to both contentious and non-contentious work is commercial and practical and we recognise the importance of working as part of a team, whether with our clients and experts, or within Chambers.

Our experience in civil fraud, insolvency and equitable remedies means we can provide comprehensive advice and representation for all types of company disputes. We have been instructed in some of the leading company cases in recent years including O’Neill v Phillips and Neath Rugby.


Shareholder Disputes

We have unrivalled experience in all cases concerning shareholders’ rights including unfair prejudice petitions under section 994 of the Companies Act, derivative actions and just and equitable winding up petitions.

Robin Hollington QC is the author of Hollington on Shareholders’ Rights. Now in its 7th Edition the book offers an in-depth explanation of the principles surrounding the roles of shareholders and the company law that applies to them.
Recent prominent cases include:

  • O’Neill v Phillips, a case under s.459 of the Companies Act (now s.994), which dealt in particular with the disappointment of ‘legitimate expectations’ in the context of unfair prejudice. This remains the only unfair prejudice case to reach the House of Lords;
  • Neath Rugby a Court of Appeal decision which considered, amongst other things, the duties of a nominee director, and his appointer, to the company;
  • Re Fort Gilkicker Ltd, a case in which a member of a limited liability partnership which was a shareholder in a limited company attempted to bring a derivative claim vested in the company. The Court considered whether the ‘multiple derivative’ action known in English common law had been abolished by or survived the implementation of the Companies Act 2006;
  • Cream Holdings v Davenport, a Court of Appeal decision concerning the interpretation of a provision in a company’s articles of association for the appointment of a third party accountant to determine ‘fair value’ of shares.


‘Split Board’ Cases

We have acted for numerous companies, from family run companies to private equity firms, in cases where a split in the board of a company, for example as to the meaning of the company’s constitutional documents, causes or risks deadlock. We recognise the need for urgent, practical advice in circumstances where any delay could be catastrophic for the company, and when discretion and confidentiality is paramount.


Directors’ duties

We have extensive experience of all aspects of disputes connected with directors’ rights and duties.

Recent examples include:

  • Goldtrail Travel Ltd v Aydin, a case concerning the misapplication of company funds by its sole director and shareholder
  • Re Capitol Films Ltd, in which the Court considered whether the actions of a director of a company in dire financial difficulties had acted outside his authority in purporting to assign film rights to another company in his control 
  • Oxford Legal Group Ltd v Sibbasbridge Services in which the Court of Appeal ruled on a director’s right to inspect a company’s books where the director intended to use the information for an improper purpose


Non-Contentious Work

We act in many areas of non-contentious work including reductions of share capital, cross border mergers, schemes of arrangement, and share transactions and takeovers. Our members have experience of a broad range of non-contentious matters, and regularly work as a team with solicitors or individually to ensure all client needs are met.

 


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