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Philip Gillyon

Call: 1988

Main areas of practice, for both litigation and advisory work, are: company law and corporate insolvency, including related fields such as financial services, and mergers and acquisitions; and commercial litigation.

Philip Gillyon has been a member of the Panels of Counsel authorised to represent the Secretary of State for Trade and Industry/the Official Receiver in proceedings under the Company Directors Disqualification Act 1986.

Excellent, and really goes out of his way to help on very urgent and technical issues.

Legal 500

Litigation & Arbitration

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

Zavod Ekran Oao v Magneco Metrel UK Ltd [2017] EWHC 2208 (Comm); [2017] Lloyd’s Rep. Plus 83
Action by the Claimant to enforce a Russian arbitration award of the International Commercial Arbitration Court.  Application by the Defendant to set aside an English judgment enforcing the award.  Whether the Defendant was given proper notice of the arbitration proceedings.  Meaning of “proper notice” in section 103(2)(c) of the Arbitration Act 1996.  Whether the notice of the arbitration proceedings had to be in the language used by the party receiving the notice (English) or whether notice in the agreed language of the arbitration (Russian) was sufficient.

Jackson v Dear & Anr [2012] EWHC 2060 (Ch) and [2014] 1 BCLC 186 (CA)
Trial of preliminary issues as to the construction of a commercial agreement and its effect on the constitution of a Guernsey company operating a closed-ended investment fund. Whether terms may be implied in the articles of association of the company. Appropriate test for the implication of terms. Effect of a “further assurance” clause. (Acted for the Claimant, instructed by Fladgate LLP).

Royal Bank of Scotland plc v. Hicks & Ors [2010] EWHC 2579 and [2011] EWHC 287
Disputed takeover of Liverpool Football Club. Whether the Court should grant the bidder (amongst others) an anti-suit injunction preventing proceedings by the then owners of the Club in Texas or elsewhere and requiring the discontinuance of Texas proceedings. Injunction granted. (Acted for the successful bidder, instructed by Shearman & Sterling (London) LLP).

Secretary of State for BERR v. Amway (UK) Ltd [2008] EWHC 1054 (Ch); [2009] EWCA Civ 32 (CA); [2008] BCC 713; [2009] BCC 781; [2011] 2 BCLC 716
A “public interest” petition to wind up a direct marketing company under s.124A IA 1986. Whether the company’s business was “inherently objectionable”, an unlawful lottery or an unauthorized trading scheme contrary to the Fair Trading Act. Petition dismissed. Dismissal upheld on appeal. (Acted for the Company, instructed by Eversheds LLP).

EIC Services Ltd v Phipps [2004] 2 BCLC 589
Whether a bonus issue of shares was valid, including issues of shareholder approval, common mistake and s.35A of the Companies Act 1985, (Acted for the Claimant, instructed by Jones Day Gouldens).

P&P Design plc v PricewaterhouseCoopers [2002] 2 BCLC 648
Application under s.394(6) CA 1985 to prevent resigning auditors’ statement of circumstances connected with their resignation from being circulated to the company’s members. Application successfully resisted. (Acted for PwC, instructed by Herbert Smith).

Re Joseph Holt plc [2001] 2 BCLC 604 (CA) Takeovers.
Whether compulsory acquisition of shares of minority shareholder who had not assented to the takeover offer should be permitted. Whether current practice for dealing with shareholders resident in jurisdictions with exacting securities laws (i.e. the USA, Canada, Australia and Japan) is acceptable under Part XIIIA CA 1985. (Acted for the successful Offeror, instructed by Addleshaw Booth & Co).

Jarvis plc v. PricewaterhouseCoopers [2000] BCLC 368
Application under s.394(6) CA 1985 to prevent resigning auditors’ statement of circumstances connected with their resignation from being circulated to the company’s members. Application successfully resisted. (Acted for PwC, instructed by Herbert Smith).

Guinness Peat Group plc v. British Land Company plc [1999] 2 BCLC 243 (CA)
Unfair prejudice petition under s.459 CA 1985. Whether the petition should be struck out without a trial on the grounds that the petitioner’s shares were at all times worthless and that the petitioner had therefore suffered no prejudice by the conduct complained of. Strike out application defeated on appeal. (Acted for Guinness Peat Group plc, instructed by CMS Cameron McKenna).

Re BSB Holdings Ltd [1996] 1 BCLC 155
Unfair prejudice petition under s.459 CA 1985. Analysis of the fiduciary duties of company directors in respect of different groups of shareholders in the company having differing interests. Petition dismissed. (Acted for the Respondents Pearson plc, Granada Group plc and Chargeurs, instructed by Stephenson Harwood).

Possfund Custodian Trustee Ltd & Ors v. Diamond & Ors [1996] 1 WLR 1351
Whether those who are responsible for the publication of a prospectus for an issue of shares in a company owe a duty of care not only to the addressees of the prospectus who rely upon it in subscribing to the issue, but also to those who rely upon the information in the prospectus when making subsequent purchases of shares in the “aftermarket”. (Acted for Allied Provincial Corporate Services plc, instructed by Richards Butler).

Re Cimex Tissues Ltd [1995] 1 BCLC 409
Consideration of the characteristics of fixed and floating company charges; and in particular, whether a limited right of the chargee to deal with the charged property precludes the charge from taking effect as a fixed charge. (Acted for the chargeholder, instructed by Streathers).

Re NL Electrical Ltd Ghosh and Anr v. 3i plc [1994] 1 BCLC 22
Shares/financial assistance in acquisition of shares/use of incorrect form of statutory declaration. (Acted for 3i plc, instructed by Lawrence Graham).

Wilton Group plc v. Abrams & Ors [1991] BCLC 315
Sale of shares/terms of agreement/whether proper for vendor to be given a service contract in connection with the sale. (Acted for Cowan de Groot plc, instructed by Paisner & Co).

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

EIC Services Ltd v Phipps [2004] 2 BCLC 589
Whether a bonus issue of shares was valid, including issues of shareholder approval, common mistake and s.35A of the Companies Act 1985, (Acted for the Claimant, instructed by Jones Day Gouldens).

Re Joseph Holt plc [2001] 2 BCLC 604 (CA) Takeovers.
Whether compulsory acquisition of shares of minority shareholder who had not assented to the takeover offer should be permitted. Whether current practice for dealing with shareholders resident in jurisdictions with exacting securities laws (i.e. the USA, Canada, Australia and Japan) is acceptable under Part XIIIA CA 1985. (Acted for the successful Offeror, instructed by Addleshaw Booth & Co).

Restructuring & Insolvency

  • Contentious insolvency
  • Cross-border issues
  • Winding up
  • Administration
  • Receivership
  • CVAs
  • Schemes of arrangement
  • Directors’ disqualification

Significant cases include:

S&K Group Ltd & Anr v Mortgage Agency Services No 1 Ltd & Ors [2014] EWHC (Ch)
Application to determine the validity of the appointment of administrative receivers of a foreign company under foreign law. Whether a demand for payment had been validly made by the creditor. Whether the English law debenture permitted the appointment of administrative receivers under a foreign law. (Acted for the Claimants, instructed by Berg).

Sisu Capital Fund Ltd & Anr v Tucker & Ors [2006] BCC 463
Applications in the TXU insolvencies for the revocation or suspension of voluntary arrangements under s.6 IA 1986 on the grounds that they unfairly prejudiced creditors of the Companies, that there were material irregularities in relation to the creditors’ meetings and that there were conflicts of interest which were not properly managed by the supervisors; and applications to remove the supervisors of the CVAs. Heard as urgent vacation business. (Acted for the creditor Applicants, instructed by Bingham McCutchen LLP).

Sisu Capital Fund Ltd & Anr v Tucker & Ors (No 2) – [2006] 1 All ER 167; [2006] BCC 577
Whether the costs of time spent by the Respondent accountants/supervisors of company voluntary arrangements where solicitors and counsel had been instructed, were recoverable. (Acted for the creditor Applicants, instructed by Bingham McCutchen LLP).

Re Leyland Daf Ltd [2001] 1 BCLC 419 (Ch) and [2002] 1 BCLC 571 (CA)
Priority as between liquidation expenses and claims of holder of crystallised floating charge. Whether expenses of liquidation occurring after appointment of administrative receivers were to be paid before claims of holder of floating charge which crystallised prior to liquidation. (Acted for the floating chargeholder, instructed by Freshfields Bruckhaus Deringer).

Banca Carige v. Banco Nacional de Cuba [2001] 2 BCLC 407; [2001] 2 Lloyd’s Rep 147
Application for permission to serve out of the jurisdiction proceedings under s.423 IA 1986 on the former and present central bank of Cuba. Whether no jurisdiction to hear proceedings owing to sovereign immunity under the State Immunity Act 1978, or the doctrine of judicial self restraint. Whether ground existed for service out of the jurisdiction – meaning of CPR 6.20(10). Exercise of discretion whether to grant permission to serve out of the jurisdiction. (Acted for Banca Carige, instructed by Holman, Fenwick and Willan.)

Re Anglo American Insurance Co. Ltd [2002] BCC 715
Application for request for judicial assistance to overseas court. Reliance on confidential statement of Provisional Liquidator. Whether disclosure of confidential statement to be ordered. Whether permissible in statement to refer to without prejudice communications. (Acted for the Provisional Liquidators, instructed by Linklaters).

Banco Nacional de Cuba v. Cosmos Trading Corp [2000] BCLC 813 (CA)
Petition to wind up overseas former Central Bank as an unregistered company. Whether sufficient connection with this jurisdiction for winding up. Whether Court should wind up an overseas company which has no trading connection with this jurisdiction but continues to trade elsewhere. Whether State Immunity Act 1978 applied. (Acted for Cosmos Trading Corp., instructed by Holman, Fenwick & Willan).

Re Exchange Travel (Holdings) Ltd [1996] 2 BCLC 524
Preference by repayment of directors’ loans avoided; balance sheet, rather than cash-flow, insolvency relied upon by the Liquidators. (Acted for the Liquidators, instructed by Addleshaw Booth & Co.).

Re a Company (No. 00687 of 1991) [1992] BCLC 133
Winding up/validation order/meaning of “advertisement” of petition. (Acted for the Company, instructed by Lawrence Graham).

Re FSA Business Software Ltd [1990] BCLC 825
Winding up/disputed debt/effect of counterclaim by company. (Acted for the petitioner, instructed by Miller Paris).

Directors’ Disqualification proceedings:

Re Queens Moat Houses plc (No 2) [2005] 1 BCLC 136
Responsibility of the Chairman of a listed company for misleading financial statements. Whether the Chairman was entitled to rely on delegation to others and the certificate given by the Company’s auditors. Disqualification order made. (Acted for the Official Receiver, instructed by the Treasury Solicitor).

Re Queens Moat Houses plc [2003] 1 BCLC 696 (CA)
Admissibility of evidence. Whether findings in earlier proceedings involving the director were admissible in the disqualification proceedings. Whether the director’s challenge in the disqualification proceedings to the earlier findings and conclusion was an abuse of process. Acted for the Official Receiver, instructed by the Treasury Solicitor).

Re Homes Assured Corporation plc [1996] BCC 297
Disqualification of director/whether disqualification proceedings may be stayed by consent/when a stay is appropriate. (Acted for the Official Receiver, instructed by the Treasury Solicitor).

Re Hitco 2000 Ltd [1995] 2 BCLC 63
Disqualification of director/role of appellate court. (Acted for the director).

Re Wimbledon Village Restaurant Ltd [1994] BCC 753
Disqualification of director. Disqualification order refused. (Acted for the director).

Re Homes Assured Corporation plc [1993] BCC 573.
Acted for the Secretary of State for Trade and Industry, instructed by the Treasury Solicitor.

Memberships & Publications

Philip Gillyon has been a member of the Panels of Counsel authorised to represent the Secretary of State for Trade and Industry/the Official Receiver in proceedings under the Company Directors Disqualification Act 1986

Chancery Bar Association

COMBAR

Insolvency Lawyers Association

Financial Services Lawyers Association

Recognition

Ranked in: Chambers and Partners
Company

“Tactically he’s very sharp; he’s very good at reading the court and knowing when to push and when to step back.”

“He is very considered and very hard-working. He knows his stuff on company law.”

“He advises clients on a wide range of company law matters, both contentious and non-contentious. He has particular strength in shareholder disputes.”

“He is responsive, fantastic on his feet, and an absolute terrier”

“Clients love him as he can readily understand their point of view”

“[one] to impress”…

Considered to be “superb both on litigation and on the advisory side”… “acted for NESV in the Liverpool FC dispute”.

“Strong advocate” Philip Gillyon is appreciated for his versatility and expertise. Company and corporate insolvency law are the main springs of his practice.

Philip Gillyon excels in shareholder options matters and is regarded as a strong advocate for both contentious and non-contentious work. “An excellent chap who is exceptionally skilled,”

“a robust and clever advocate whom judges trust because he sticks to the good points.”

“A tough opponent ideally suited to the client in trouble who needs someone to turn to” 

Ranked in: The Legal 500 – “Leading Junior” (First Tier)
Company

He is exceptional at reading the mood of the court and is extremely adept on his feet.’

Philip Gillyon is ‘Good at considering the bigger picture and assessing cases accordingly.’ 

Philip Gillyon is “the first port of call for any difficult company law issue – a genuine expert.”

Philip Gillyon is “really good, really tough”. “First-choice junior”

Philip Gillyon is a “very good litigator”

Ranked in

Chambers & Partners –
Company

Legal 500 –
Company & Partnership