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Ben Shaw

Call: 2002

Ben has a busy practice which is divided equally between litigation and transactional work covering company law, corporate insolvency and restructuring and general commercial litigation and arbitration.

Ben’s transactional work has included both creditor and member schemes of arrangement under Part 26 of the Companies Act 2006, numerous reductions of capital and other reserves for listed public companies and cross-border mergers under the Companies (Cross-Border Mergers) Regulations 2007.  Ben also has experience of advising on a wide range of company and corporate governance issues.

In recent years, Ben’s litigation practice has included instructions in some of the most significant large-scale insolvencies, including Lehman, MF Global and Kaupthing.  In 2013, Ben acted for the respondent companies in Prest v Petrodel, the landmark decision on piercing the corporate veil.

Exhibits sound commercial judgement and gives good technical advice.

Legal 500

Litigation & Arbitration

  • Shareholder disputes
  • Joint venture disputes
  • Commercial disputes
  • Fraud and asset recovery
  • Professional negligence
  • Fiduciary obligations
  • Warranty claims
  • Interim remedies

Arbitration

April 2013: Instructed on behalf of a Jersey company in a large-scale arbitration involving allegations of unfair prejudice under Article 141 of the Companies (Jersey) Law 1991.  The arbitration involved the application of principles discussed by the Court of Appeal in Fulham Football Club (1987) Ltd v Richards [2012] Ch 33.

Company Litigation

Interactive Technology Corporation Ltd v Ferster [2015] EWHC 393
Acted for Respondents on applications for freezing injunction and search and seizure order in a dispute concerning allegations that business had been diverted from the Claimant company.

 Re Quiet Moments Ltd [2013] EWHC 3806; [2014] EWCA Civ 1536
Ben acted for the petitioner on an application to wind up a company on the just and equitable ground and claims by the petitioner to enforce compulsory transfer provisions contained in a shareholders’ agreement.  The application was dismissed and a costs’ order made against the petitioner.  Ben acted for the petitioner on a successful appeal to the Court of Appeal against the Judge’s refusal to order co-applicants to contribute to costs payable by the petitioner.

Petrodel Resources Ltd v Prest [2013] 2 WLR 557
Appeared with family Silk, Tim Amos QC, in the Court of Appeal and Supreme Court.  This “landmark” case concerned the ability of the family courts to pierce the corporate veil of a company controlled by a party to a marriage for the purposes of satisfying an ancillary relief award.

Kleanthous v Paphitis [2011] EWHC 2287
Appeared on behalf of three respondents at the hearing of an application brought by a minority shareholder in the Ryman Group to continue derivative proceedings against Theo Paphitis and others.

Royal Bank of Scotland plc v Hicks [2010] EWHC 2568
Appeared on behalf of RBS on successful applications for injunctive relief against the former owners of Liverpool Football Club.  As a result of these injunctions, the directors of the Club’s holding companies were able to sell the Club to the owners of the Boston Red Sox.

AMG Global Nominees (Private) Ltd v Africa Resources Ltd [2009] 1 BCLC 281 (CA); [2008] 1 BCLC 447 (Ch D)
Acted for the claimant/Part 20 defendant in a dispute concerning title to bearer share warrants. The legal issues included the question of whether an English parent company may give unlawful financial assistance by allowing its foreign subsidiary to give assistance.

Commercial Litigation

Estafnous v London & Leeds Business Centres Ltd [2009] EWHC 1308; [2011] EWCA Civ 1157
Acted for the defendant, both at the first instance and in Court of Appeal, in the successful defence of a claim brought by an estate agent for a commission payment of £2 million. The issue in this case was whether an agreement which provided for the payment of commission on a sale of real property included an obligation to pay commission on a sale of shares in the company which owned the property.

Capcon Holdings plc v Edwards & Ors [2007] EWHC 2662
Acted for the claimants in a contractual dispute concerning a share sale agreement. The case gave rise to complex issues concerning the scope of defences to a claim for rescission.

Restructuring & Insolvency

  • Contentious insolvency
  • Cross-border issues
  • Corporate restructuring
  • Bondholder litigation
  • Special administration regime
  • Creditor schemes
  • Winding up
  • Administration
  • Receivership
  • CVAs

Re Christophorus 3 Ltd [2014] EWHC 1162
Acted for security trustee on an application brought by company directors for an administration order and orders permitting administrators to sell assets in connection with the re-structuring of the liabilities of the German ATU group.  The case involved complex questions of construction of financing documents.

Re MF Global UK Limited [2013] EWHC 92 (“Hindsight”)
Instructed to act for the successful representative respondent to an application to determine the method of valuing client money claims under the FSA ‘client money’ rules.

Re Lehman Brothers International (Europe) [2012] EWHC 2997 (“Extended Liens”)
Instructed to appear for a respondent to an application for directions brought by the administrators of Lehman Brothers International (Europe) in connection with the interpretation of security provisions in standard form custody agreements.  The application involved detailed consideration of the application of the Financial Collateral Arrangements (No.2) Regulations 2003.

Lehman Brothers International (Europe) v CRC Credit Fund Limited [2010] 2 BCLC 301; [2011] 2 BCLC 184 (“Client Money”)
Instructed to appear on behalf of the US parent company of the Lehman group, both before Briggs J at first instance and in the Court of Appeal, on an application for directions brought by the administrators of Lehman Brothers International (Europe) in connection with the interpretation of the FSA ‘client money’ rules and the application of these rules to the distribution of trust assets exceeding US$1 billion.

Brazzill v Willoughby [2009] EWHC 1633
Instructed both at the first instance hearing before Peter Smith J and in the Court of Appeal on behalf of the administrators of the English subsidiary of Kaupthing, a failed Icelandic bank, on an application for answers to questions relating to the ownership and distribution of trust monies totalling in excess of £147 million.

 

Corporate

  • Capital reorganisations
  • M&A
  • Takeovers
  • Schemes of arrangement
  • Reductions of capital
  • Corporate governance
  • Shareholders’ rights
  • Meetings and resolutions
  • Part VII FSMA transfers
  • Directors’ disqualification

Capital reorganisation

Recent reductions of capital have included:

Randall & Quilter Investment Holdings plc

Jupiter Fund Management plc

Ashcourt Rowan plc

Proventec plc

MCB Finance Group plc

Schemes of arrangement

Recent schemes have included:

Fernturn Holdings Limited: (creditor scheme to re-structure liabilities of insolvent company)

Smartfocus Group plc: (member scheme to effect takeover)

Capregen plc: (member scheme to effect takeover)

Fiberweb plc (takeover scheme)

Lombard Medical Technologies plc (re-domicile scheme in which the Court gave important guidance on the Court’s discretion to sanction a conditional scheme)

Cross-Border Mergers

Re Olympus UK Ltd [2014] 2 BCLC 402

Acted for applicant companies on applications for cross-border mergers which gave rise to important questions as to scope of the English Court’s jurisdiction.

Memberships & Publications

Chancery Bar Association

COMBAR

Recognition

Legal 500 (Insolvency)

‘He is very approachable and easy to work with, and has a growing reputation with Cayman Island firms.’ 

Legal 500 (Company)

‘A tremendous advocate and huge talent, destined for the top.’

Chambers and Partners (Chancery: Commercial)

“He is a good technical lawyer with good drafting skills, who works well in a team.”

Chambers and Partners (Company)

“Very good – he’s always very sensible and very knowledgeable.

Ranked in

Legal 500 –
Insolvency & Restructuring, Company & Partnership

Chambers and Partners –
Chancery: Commercial , Company

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