Photo of Andrew Thompson QC

Andrew Thompson QC

Call: 1991 Silk: 2014

Andrew is an experienced and tenacious commercial litigator. He is a strong advocate with extensive trial experience in the Chancery Division, the Commercial Court and the Court of Appeal.

Andrew has particular expertise in company, LLP, partnership and insolvency law.

One of the smartest lawyers around

Chambers & Partners

Litigation & Arbitration

  • Commercial litigation
  • Shareholders’ disputes
  • LLP / partnership disputes
  • Joint venture disputes
  • Fund management / private equity disputes
  • Professional negligence
  • Contractual claims
  • Warranty claims

Shareholders’ disputes and other company litigation:

Edwardian Group
Shareholders’ dispute in a family owned private company which owns a highly valuable hotel group.   Unfair prejudice petition under s.994 Companies Act 2006 involving allegations of quasi-partnership and breaches of fiduciary duty.  Two trials fixed for 2018.

Charterhouse Capital
Unfair prejudice petition in a leading private equity business arising out of alterations to the articles to allow the expropriation of a minority stake by the majority stakeholders, raising complex issues of company law and valuation.  Leading case on the alteration of articles.  6 week trial in 2014 and Court of Appeal in 2015. [2015] B.C.C. 574

Guidezone
Shareholders’ dispute in a family owned private company.   Unfair prejudice petition.  Allegations of quasi-partnership.

SABMiller
October 2016 scheme of arrangement as part of the acquisition of the then second largest brewer in the world.

Mwana Africa plc
Shareholders’ and boardroom dispute in listed mining company

Bravepoint
Recent dispute as to the authority of the directors of an English company to sell its main asset and wind down its business, arising out of a ruptured US joint venture.

Stimpson v Southern Private Landlords Association 
Early leading case on the statutory derivative claim. Successfully knocked out a derivative claim against the National Landlords Association by members of a regional landlords’ association which had been taken over by the NLA in a strategic move, seeking to un-do the takeover or claim £5m. [2010] BCC 387.

Teighmore 
High value shareholders’ dispute litigated in Jersey in 2005 in relation to the company then owning the Shard project.  Acting for Sellar Property Group.

Konamaneni v Rolls-Royce
Derivative claim in relation to foreign company, raising conflicts of laws issues.  Underlying claim of bribery.  Leading case on conflicts issues on derivative claims.  [2002] 1 WLR 1269

Confidential matters
A variety of very high value shareholders’ disputes resolved by arbitration or early settlement.

LLP and partnership disputes

Andrew has a well-established practice in LLP law, particularly internal disputes within LLPs, which requires expertise in both company law and traditional partnership law, although LLP law is a distinct area of its own.  He brings his vast experience of shareholders’ disputes in the company context to this new area.

F&C v Barthelemy
Dispute within an LLP hedge fund management vehicle, including a trial spanning 9 months in 2010-11, resolving contractual issues and claims under s994 Companies Act 2006. The leading case on rights and duties within LLPs. [2012] Ch 613.

Ilott v Bluecrest Capital Management
A claim by a member of an LLP on the termination of his membership, and also a claim in partnership, in relation to a fund management business.  Trial in 2012, Court of Appeal 2013.

Flanagan v Liontrust
Claims for breaches of an LLP agreement via a petition under s994 Companies Act 2006, following expulsion from a fund management business, raising the novel and important issue of whether such agreements can be terminated for repudiatory breach.  Leading case on the effect of LLP agreements. Tried January-February 2015.  Appeal due 2017.

Halliwells LLP
See restructuring and insolvency below

Confidential matters
A variety of very high value disputes within different fund management businesses (private equity, hedge funds and long only) resolved by arbitration or settlement short of court.

Recent dispute in a high profile international law firm using traditional partnership structures.

Advice on LLP structures.

Commercial Litigation:

BAT Industries v Sequana
Acting for BAT Industries in a multi-party, multi-jurisdictional commercial dispute concerning liability for environmental pollution of rivers in the United States, and a claim in Chancery Division for over US$800 million in respect of dividends paid out by a company in the face of a contingent indemnity liability in respect of such pollution, allegedly unlawfully, in breach of fiduciary duty and as a transaction defrauding creditors under s423 Insolvency Act 1986. Trial 2016.  Court of Appeal 2017/18

Interactive Technology Corporation v Ferster
Claim for fraud and breach of fiduciary duty, with freezing and search and seizure orders, with a related claim for unfair prejudice alleging blackmail.  Court of Appeal May 2016.  Trial June-July 2016.

MIG v Serco
Recent claim relating to consultancy services provided to an Indian outsourcing  company acquired by the Serco Group.

DEG-Deutsche Investitions (“DEG”) v Koshy and Gwembe Valley Development Co v Koshy and related actions 
Acted for a state-owned German bank in a long running dispute arising out of an investment in Zambia, involving originally insolvency issues and claims in fraud and for breach of director’s fiduciary duties.  Trial in 2001 and Court of Appeal in 2002-3 ([2004] 1 BCLC 131 (CA)); which were then the subject of fresh actions by the original defendant seeking to set aside orders in the original actions on grounds of alleged fraud, which were successfully struck out at first instance, upheld in the Court of Appeal [2008] EWCA Civ 27.  Additional reported decisions include [1999] BCC 953 (Park J), [2000] 2 BCLC 705 (Rimer J), [2001] 3 All ER 878 (CA), [2002] 1 BCLC 478 (Rimer J), [2005] 1 WLR 2434 (Hart J).

Professional Negligence:

BAT Industries v PwC
Auditors’ negligence claim related to BAT Industries v Sequana.  See Commercial Litigation above.  Concerning payment of alleged unlawful dividends of over $800m.

AIB v Brabners
Solicitors’ and valuers’ negligence claims.

Scottish & Newcastle v PwC 
Unusual £80 million professional negligence claim in the Commercial Court arising out of management consultancy services provided in relation to the redesign of the claimant’s supply chain.

Confidential matters
Cases involving advice on transactions affected by professional negligence, including most recently advice on a defective reduction of share capital.

 

Restructuring & Insolvency

‘Very good on the corporate side of insolvencies.’ – Legal500 (Insolvency)

BAT Industries v Windward Prospects
Application by BAT for the appointment of receivers over a claim by a debtor for $800m in relation to unlawful dividends (November-December 2013); as part of an ongoing multi-headed series of commercial disputes in the Commercial Court and the Chancery Division.

Damovo
A €50 million commercial dispute in relation to a multi-jurisdictional IT services group in administration. Claims for breach of duty against former directors of the group, arising out of a failed fundraising to stave off insolvency immediately prior to the administration and accounting practices in the Italian subsidiary in the group.

Halliwells LLP
Acted for the Administrators on the successful transition from administration to liquidation in 2011-12 – a legally complex and very sensitive case.

Administration disputes
Numerous applications for administration and disputes in administrations

 

Memberships & Publications

Chancery Bar Association

COMBAR

Author of chapter on “Disputes arising from the ownership of the private
equity house” in Private Fund Dispute Resolution, PEI 2014.

Contributor to “Company Directors: Law and Liability” Ed Sinclair, Vogel and Snowden.

Recognition

Chambers and Partners

“He is our first choice for M&A transactional related issues. He has a very commercial approach and, notwithstanding his busy practice, makes himself available.” (Chambers and Partners, 2016)

“Extremely impressive. Has the ability to knit together perfectly the law and commercial considerations. He has a great ability to steer a matter through the legal maze to the right destination.” “Offers superb analysis and expertise and has a number of successful high-profile cases behind him.” (Chambers and Partners, 2016)

“A new silk who receives consistent praise for his intelligence and legal ability. His practice encompasses a variety of company and insolvency law matters.”

“Very personable and very reliable academically.”

“One of the smartest lawyers around.”

“Andrew Thompson focuses his practice principally on contentious company law and corporate insolvency issues. He was instructed in F&C Investments (Holdings) Ltd v Barthelemy & Culligan, a complex and significant dispute between a financial services company and hedge fund managers.” (Chambers and Partners)

…recommended is Andrew Thompson, seen as “a modern-style, non-pretentious advocate,” who is “excellent at weighing up the logistics of a case.” (Chambers and Partners)

Andrew Thompson is highly respected for his rigorous work ethic, which one commentator deemed “second to none.” (Chambers and Partners)

Andrew Thompson whose “lightening-quick grasp of matters” makes him “a formidable opponent for anyone.” (Chambers and Partners)

Legal 500

Andrew Thompson is ‘Excellent, responsive and highly approachable.’ (The Legal 500, 2016)

Andrew Thompson shows ‘great attention to detail and has a refreshing sense of responsibility’. (The Legal 500)

Andrew Thompson “writes excellent opinions, untangling very complex facts and law with clarity and economy.” (The Legal 500)

…a junior with a following in the insolvency field (The Legal 500)

Ranked in

Chambers & Partners –
Company, Partnership, Restructuring/Insolvency

Legal500 –
Company & Partnership, Insolvency

News

BAT v SEQUANA: THE COURT GRANTS RELIEF UNDER s423 INSOLVENCY ACT 1986
Read article

BTI 2014 LLC and BAT Industries plc v Sequana S.A. and Ors [2016] EWHC 1686 (Ch)
Read article

BAT CLAIMS US$800 MILLION IN UNLAWFUL DIVIDENDS
Read article

FLANAGAN v LIONTRUST INVESTMENT PARTNERS – REPUDIATORY BREACH EXCLUDED IN RELATION TO A MULTI-PARTY LLP AGREEMENT
Read article

COURT OF APPEAL REJECTS APPEAL IN RELATION TO CHARTERHOUSE PRIVATE EQUITY HOUSE BROUGHT BY FORMER PARTNER
Read article