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Matthew Parfitt

Call: 2005

Matthew is a commercial litigator who specialises in company and insolvency law. He has been appointed to the Attorney General’s panel to act in government litigation, which has allowed him to develop substantial unled advocacy experience.

He has appeared in court unled on numerous matters, often with a silk in opposition and has been involved in a number of high profile cases including Vardy Properties v HMRC (the leading case on a particular form of stamp duty mitigation scheme).

 

A cool head, a comprehensive knowledge of his field and an excellent responsiveness to pressurised demands.

Legal 500

Corporate

  • Companies House matters (including rectification of register / charges register / restoration to register)
  • Company meetings
  • Construction and drafting of constitutional documents
  • Disclosure and Transparency Rules
  • Takeover Code

Share capital, including financial assistance for the acquisition of shares, the purchase by a company of its own shares, and distributions. Matthew frequently advises at short notice on transactions raising these issues.

He was instructed with tax counsel in Vardy Properties v HMRC [2012] UKFTT 564 (TC), the leading case on a particular form of stamp duty mitigation scheme which turned on points of company law. The decision is worth about £170m for the Treasury.

Drafting and construction of shareholders’ agreements, articles of association, and LLP agreements for businesses as diverse as oil drilling joint ventures, pet food producers, and solicitors’ firms.

Directors’ disqualification: Re P J Care Homes Ltd; Re Greenleaf Ltd

Applications to rectify companies’ registers of members. Matthew appeared unled in Re Hitchins (Hatfield) Limited, a rectification application in which there were questions concerning directors’ duties and the waiver of pre-emption rights under the company’s articles of association.

Applications to remove material from the register at Companies House: Re Fingood LLP (for the Registrar of Companies); Re Tag Medical Ltd (for the applicant company).

Takeovers, mergers, and acquisitions at all levels from FTSE 100 companies to high-street takeaways. Matthew provides swift and commercial advice on deals. He was seconded to Slaughter and May for three months at the peak of financial boom in 2007 and worked with Nigel Boardman.

Directors’ duties: Matthew’s litigation experience and advisory practice have covered every angle of directors’ duties.

Restructuring & Insolvency

  • Disputed winding up petitions
  • Jurisdiction to wind up
  • Injunctions to restrain presentation and advertisement of petitions
  • Setting aside statutory demands
  • Administration (incl. extensions of time)
  • Validation orders
  • Transactions at an undervalue / preferences
  • Bankruptcy hearings

Re: Commonwealth Institute [2014]

Hauthurani v Jassat [2014]

Re: Connaught Asset Management [2014]

All aspects of winding up petitions, including disputed debt petitions and injunctions to restrain presentation or advertisement of petitions. Matthew appeared for the company in the long-running AssetCo plc litigation in 2011 (led by David Chivers QC and unled), ensuring that the company behind London’s fire engines was able to implement an orderly restructuring.

Provisional liquidation applications: Re African Safari Club Ltd (2011, in the middle of the night before Kitchin J);Re Interpayroll Ltd (2012)

Advising in connection with an application for a Building Society Insolvency Order.

Advice and drafting in relation to a proposed scheme of arrangement involving an English company in administration and a Luxembourg company in provisional administration (with Martin Moore QC).

Appearing in the Court of First Instance in the Dubai International Financial Centre, where Matthew was instructed on the first just and equitable winding up petition to be heard in the DIFC.

Applications to set aside transactions at an undervalue and preferences: Davis v Webster (2011)

All aspects of the administration regime, including appointment, extensions of time, applications to court, and challenges to the conduct of administrators.

Advising in connection with disputes arising from the use of pre-pack administrations.

Obtaining validation orders under section 127 of the Insolvency Act 1986.

Applications to set aside statutory demands.

Financial Services

Matthew undertakes banking and financial services work, including FSA regulatory matters. In 2010-2011 he spent six months on secondment in the Financial Institutions Dispute Resolution team at Freshfields Bruckhaus Deringer where he worked with David Scott, Simon Orton and Andrew Hart.

His recent experience includes:

Investigations under section 166 FSMA in the banking and insurance sectors.

Litigation and investigations arising from the sale of Payment Protection Insurance.

Advice relating to a major bank’s submissions to the Vickers Independent Commission on Banking.

Advice on all aspects of FSMA, including in particular advice on regulated activities, supervision and enforcement.

Banking litigation arising out of a set-off clause in a swaps agreement.

Advice and litigation in connection with the government banking bail-outs.

Litigation & Arbitration

  • Shareholder disputes
  • Unfair prejudice petitions
  • Winding up on the just and equitable ground
  • Breach of directors’ / fiduciary duties
  • Breach of warranty claims
  • Joint venture disputes
  • Derivative claims
  • Directors’ disqualification

Corporate Litigation:

Numerous unfair prejudice petitions (under s. 994 of the Companies Act 2006) on behalf of both minority and majority shareholders. Matthew has been involved in many claims from inception to resolution.

Derivative claims: Matthew is the author of the chapter in Gore-Browne on Companies, the leading company law textbook, on derivative claims.

Commercial Litigation:

Matthew has a broad and growing commercial litigation practice. His significant experience of company and insolvency law gives him a strong foundation for wider commercial dispute resolution. He appears in all divisions of the High Court, including the Commercial Court. Matthew has participated in many mediations and has experience of arbitration tribunals.

A successfully concluded LCIA arbitration with satellite litigation in the BVI involving a very substantial Russian business.

Various commercially sensitive litigation in connection with the government banking bail-outs.

Breach of warranty claims arising out of share sale agreements: Wedge v ADP Dental Limited, which raised questions of the impact of illegality on warranties and disclosure statements.

Obtaining freezing injunctions in connection with a tax dispute: Re Crown United Group Limited (2011).

Applications disputing the Court’s jurisdiction under the Brussels and Lugano Conventions or the Judgments Regulation: Ray v Runewitsch (2012).

Multi-track trials in connection with the winding up of dissolved partnerships: Maxwell v Kay (2012); Tang v Chung (2011).

A pre-action disclosure application in connection with an auditor’s negligence claim: AssetCo plc v Grant Thornton (25 January 2013, unreported; Commercial Court).

Enforcement of foreign judgments in England.

Appearing in the Commercial Court in respect of CPR Part 71 examination on behalf of the officers of a company subject to a substantial unsatisfied arbitration award. Matthew has conducted numerous CPR Part 71 examinations in other cases, including cases with an international element.

International & Offshore

Matthew is a registered practitioner in the Dubai International Financial Centre. He has appeared in the DIFC courts in relation to a freezing injunction and in connection with the first ever just and equitable winding up petition of a DIFC-registered company.

He has given advice in connection with the company law regimes of the DIFC, Jersey, Bermuda, the Cayman Islands, the British Virgin Islands and Hong Kong.

Memberships & Publications

ChBA

COMBAR

Author of the chapter on Derivative Claims, Gore-Browne on Companies (Jordans).

The Elimination of post-takeover minorities in Butterworths Journal of International Banking and Financial Law, Vol. 22 No. 9 (October 2007)

The use of insolvency procedures to remove minority shareholders in International Corporate Rescue, Volume 5, Issue 2 (February 2008)

The Law of Majority Shareholder Power (edited by David Chivers QC and Ben Shaw, OUP, 2008): author of the chapters on introducing compulsory transfer provisions into a company’s articles and on derivative claims.

Matthew has provided editorial assistance in relation to Gore-Browne on Companies (Jordans), A Practitioner’s Guide to the FSA Handbook (City & Financial Publishing), OyezStraker’s corporate forms, and CCH’s Corporate Practice Service.

News

MATTHEW PARFITT APPOINTED TO THE B PANEL OF JUNIOR COUNSEL TO THE CROWN
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