Leading Transactions & Cases:

IsZo Capital LP v Nam Tai Property Inc –

BVIHCMAP 2021/0010 Appeared before the Eastern Caribbean Court of Appeal on the defence of the appeal against the decision to set aside the allotment of shares.

Burnell v Trans-Tag Ltd [2021] EWHC 1457 (Ch) –

Acted for the claimant pursuing a claim to recover a loan from a company in the business of marketing technology designed to track and monitor transported items.

Secretary of State for Business Energy and Industrial Strategy v Celtic Consultancy & Enterprises Ltd [2021] EWHC 1240 (Ch) –

Public interest winding up petitions brought by the Secretary of State against companies which had received substantial commissions as a result of introductions of clients to an independent financial adviser.

Chalcot Training Ltd v (1) Ralph, (2) HMRC [2020] EWHC 1054 (Ch) –

Trial of a claim challenging the lawfulness of a tax scheme on the grounds that the payments made under the scheme were disguised distributions and/or unlawful commissions or discount in connection with the issue of shares. Consideration was also given to the doctrine of common mistake.

IsZo Capital LP v Nam Tai Property Inc –

BVIHC (COM) 2020/0165 Acted for the Claimant in successfully reversing a $170m allotment of shares in a NYSE-listed company. – offshore

Re Inmarsat plc –

7 Erskine barristers represented 4 different parties on the scheme of arrangement providing for a takeover of Inmarsat.

Acquisition of SAB Miller by Anheuser-Busch InBev –

Advising SAB Miller on the largest acquisition in UK corporate history.

Re Dee Valley Group plc –

The first Court decision on “share splitting” in the context of a scheme of arrangement, in which 6 Erskine barristers represented different parties.

Acquisition of Friends Life by Aviva –

£5.6bn acquisition, to create the largest life and pensions firm in the UK.

Bid by Qatar’s Investment Authority (QIA) and Brookfield for Songbird Estates - the owner of Canary Wharf –

The £2.6bn bid was the largest property deal in a decade.

Virgin Money IPO –

Virgin Money’s £1.25bn flotation on the London Stock Market in November 2014

Acquisition of Invensys plc by Schneider Electric –

£3.4bn takeover of the British engineering group.

Glencore takeover of Xstrata –

£26bn merger between Xstrata, a mining company and Glencore, a commodities trading house, to create one of the world's largest natural resource groups.

Vodafone sale of its 45% stake in Verizon Wireless for $130bn –

The largest corporate deal in a decade.

Re Bumi plc –

Complex shareholder dispute in which 9 Erskine barristers represented different parties.

Leading Transactions & Cases:

Carillion [2023] –

Chambers had two teams involved in the litigation arising from the well-known collapse of Carillion, recently described as the largest and most complex trading insolvency in the UK, and the highest profile directors’ disqualification proceedings for many years. Trial October 2023. The claim against the NEDs (represented by one of the Erskine teams) was abandoned by the Claimant (the Secretary of State) at the door of the Court.

Re Northstar Financial Services (Bermuda) Ltd and Omnia Ltd [2023] SC (Bda) 57 Civ –

Proceedings in Bermuda concerning two insolvent insurance companies and the operation of the segregated accounts regime. Acted for the class of policyholders holding investments with variable returns, and succeeded in obtaining directions to the effect that their underlying investments were segregated for their benefit.

ClientEarth v Shell Plc [2023] –

EWHC 1137 (Ch) Acted for Shell in resisting ClientEarth’s application for permission to continue a derivative claim against the directors on grounds of alleged breaches of their duties.

ClientEarth v Shell Plc [2023] –

EWHC 1897 (Ch) Dismissal of ClientEarth’s application for permission to continue a derivative claim on behalf of Shell plc against its directors.

Lakey v Macabuag & Ors (Re Mitt Wearables Ltd) [2023] EWHC 1800 (Ch) –

Successfully defended an unfair prejudice petition (pro bono) on behalf of a co-founder of a prosthetic limb start-up company.

BTI Industries v Sequana [2022] –

US$800 million claim re dividends allegedly paid in breach of fiduciary duty and as a transaction defrauding creditors. Supreme Court decision in 2022 is the leading case on directors’ duties to have regard to creditors’ interests when insolvency threatens.

Burnford v AA [2022] –

An Erskine team acting for the AA, at first instance and in the Court of Appeal in November 2022 successfully striking out a claim by minority shareholders in a start-up venture alleging fraud in relation to the entry into a shareholder’s agreement and breaches of implied contractual obligations of good faith in relation to the subsequent affairs of the company. A leading case on the reflective loss defence.

Nam Tai Property Inc v Greater Sail Ltd BVIHCMAP 2022/0009 –

Appeared for the respondent in the Court of Appeal of the Eastern Caribbean and succeeded in establishing that the appeal against an ex parte injunction was an abuse of process.

Re Petropavlovsk PLC 11 July 2022 (unreported) [2022] EWHC 2074 (Ch) [2022] EWHC 2097 (Ch); [2022] EWHC 3448 (Ch); [2023] EWHC –

This was an inherently complex matter; Petropavlovsk was a listed company carrying on a very substantial gold-mining business.

MISquared Ltd v. King [2022] EWHC 331 (Comm) –

Acted for directors in successfully resisting an injunction under s.44 Arbitration Act 1996 designed to prevent a refinancing pending an arbitration under a shareholders’ agreement.

Fitzroy Street Capital Inc v Manning [2022] EWHC 1495 (Ch) –

Trial of claim by secured and unsecured creditors against administrators for breaches of fiduciary duty and negligence in the sale of the company’s assets.

Boston Trust Co Ltd v Szerelmey Ltd [2022] EWHC 3055 (Ch) and ongoing –

Instructed for minority shareholders on the trial of a common law double derivative claim concerning a renowned stonework business.

Durose v Tagco BV [2022] EWHC 3000 (Ch) –

Successfully defended an unfair prejudice petition on behalf of professional investor respondents with multiple unled applications over three year.

Re Jardine Strategic Holdings Ltd [2021] –

Acting for the company in the largest merger appraisal arising from an amalgamation of entities within the Jardine Matheson group. (Ongoing)

Re New Look Retailers Ltd [2021] EWHC 1209 (Ch) –

The leading case on retail CVAs, and CVAs compromising long-term contracts. A group of landlords challenged the New Look CVA on the grounds that it fell outside the statutory jurisdiction, material irregularity and unfair prejudice.

Davies v Ford [2021] EWHC 2550 (Ch); [2021] 9 WLUK 226 –

Acted on behalf of successful Claimant in quantum trial to determine equitable compensation payable as a result of directors’ breach of fiduciary duties and a claim in knowing receipt.

Credorax v Israeli VC Partners, LP (BVIHCM2021/0145, BVI High Court) –

Trial of claim concerning the enforceability of a company loan note and security in light of US sanctions.

UGC v. Petropavlovsk Plc [2021] –

Acted for independent directors in successfully resisting an application for injunctive relief to restrain directors from acting pending a shareholder meeting.

Re New Look Retailers Ltd [2021] EWHC 1209 (Ch) –

The leading case on retail CVAs, and CVAs compromising long-term contracts. A group of landlords challenged the New Look CVA on the grounds that it fell outside the statutory jurisdiction, material irregularity and unfair prejudice.

Re LB Holdings Intermediate 2 Ltd / Lehman Brothers Holdings PLC [2021] EWCA Civ 1523 and continuing –

The case involved a dispute over the distribution of a surplus held by LBHI2 (the immediate holding company of LBIE) estimated to be in the order of £800 million - £1 billion. A number of Erskine barristers have been instructed on multiple claims arising from the insolvency of Lehman Brothers.

Re Regis UK Ltd [2021] EWHC 1294 (Ch) –

A retail CVA case ,the CVA was challenged by a group of landlords. The businesses experienced financial difficulties and ultimately became insolvent.

Byers v Chen [2021] UKPC 4 –

Appeal to the Privy Council on a liquidator’s claim against a former director of a company for breach of duty and unfair preferences in making payments to certain creditors ahead of the company’s entry into liquidation.

Saxby v UDG Healthcare (UK) Holdings Ltd [2021] EWHC 144 (Ch) –

Acted at trial for defendant successfully resisting fraudulent misrepresentation claim relating to missed earn-out target on a share sale.

Organic Grape Spirit Ltd v Nueva IQT SL [2020] EWCA Civ 999 –

Review by Court of Appeal of authorities on when a fledgling business will be permitted by the ‘ordinary and proper course of business’ exception to develop a new business in the context of a freezing order.

Mezhprombank v Pugachev –

Civil fraud dispute against the former owner of Mezhprombank, who is currently subject to a US $2bn worldwide freezing injunction.

Eclairs Group Limited v JKX Oil & Gas Plc –

Questions whether a power in articles of association to impose voting and transfer restrictions in relation to shares had arisen and, if so, whether it was exercised for the proper purpose.

BAT Industries v Winward –

Application by BAT for the appointment of receivers over a claim by a debtor for $800m in relation to unlawful dividends. Part of multi-headed series of commercial disputes in the Commercial Court and the Chancery Division.

Re: Charterhouse Capital –

Leading judgment from Court of Appeal on unfair prejudice petition in respect of a private equity LLP.

Liverpool Football Club and RBS v Hicks –

Shareholder dispute regarding ownership of Liverpool Football Club.

Further cases and further details of these cases are also to be found in the profiles of individual barristers –

Leading Transactions & Cases:

Re Snoozebox Limited [2023] –

CVA proceedings relating to whether a possible fine in criminal proceedings had been compromised in a CVA.

BOC Aviation Ltd v Transasia Airways Corporation [2023] –

Acting for the insolvency administrators of a Taiwanese airline resisting claims under aircraft lease agreements

Carillion [2023] –

Chambers had two teams involved in the litigation arising from the well-known collapse of Carillion, recently described as the largest and most complex trading insolvency in the UK, and the highest profile directors’ disqualification proceedings for many years. Trial October 2023. The claim against the NEDs (represented by one of the Erskine teams) was abandoned by the Claimant (the Secretary of State) at the door of the Court.

Re Northstar Financial Services (Bermuda) Ltd and Omnia Ltd [2023] SC (Bda) 57 Civ –

Proceedings in Bermuda concerning two insolvent insurance companies and the operation of the segregated accounts regime. Acted for the class of policyholders holding investments with variable returns, and succeeded in obtaining directions to the effect that their underlying investments were segregated for their benefit.

Barings (UK) Ltd v Galapagos SA [2022] EWHC 1633 (Ch) –

Application to wind up company, involving issues concerning the European Insolvency Regulation and the EU Withdrawal Agreement.

Happy Lion Ventures v RZ3262019 Ltd BVIHC (COM) 2022/0126 –

Acted for respondent company seeking to resist applications for the appointment of provisional liquidators and, subsequently, liquidators.

BTI Industries v Sequana [2022] – –

US$800 million claim re dividends allegedly paid in breach of fiduciary duty and as a transaction defrauding creditors. Supreme Court decision in 2022 is the leading case on directors’ duties to have regard to creditors’ interests when insolvency threatens.

Re Petropavlovsk PLC 11 July 2022 (unreported) [2022] EWHC 2074 (Ch) [2022] EWHC 2097 (Ch); [2022] EWHC 3448 (Ch); [2023] EWHC –

The administration of a listed company carrying on a gold-mining business in Russia via its local subsidiaries. This was a complex matter, including in part because of the impact of the sanctions regime, involving a sale by way of partial credit bid, and the distribution of the proceeds via schemes of arrangement involving complex procedures intended to ensure that there was no breach of sanctions.

Fitzroy Street Capital Inc v Manning [2022] EWHC 1495 (Ch) –

Trial of claim by secured and unsecured creditors against administrators for breaches of fiduciary duty and negligence in the sale of the company’s assets.

Re Gilo Industries Group Ltd [2022] –

Acted for the director/shareholder who acquired the business and assets of his company in a pre-pack administration

Re Brickvest Ltd [2022] –

Acted for the insolvent company in an unfair prejudice dispute, resisting a (novel) application for disclosure.

Re New Look Retailers Ltd [2021] EWHC 1209 (Ch) –

The leading case on restructuring by the CVA procedure and the principles applicable more generally to analogous procedures such as schemes and plans. A group of landlords challenged the New Look CVA on the grounds that it fell outside the statutory jurisdiction, material irregularity and unfair prejudice.

Re National Car Parks Ltd [2021] EWHC 1653 (Ch) –

In this case, NCP was proposing a restructuring plan, principally but not exclusively for the purposes of compromising its liabilities to landlords. The proposed restructuring was controversial and opposed by a substantial number of landlords on various grounds.

Byers v Chen [2021] UKPC 4 –

Appeal to the Privy Council on a liquidator’s claim against a former director of a company for breach of duty and unfair preferences in making payments to certain creditors ahead of the company’s entry into liquidation.

Re Regis UK Ltd [2021] EWHC 1294 (Ch) –

A successful challenge to a CVA where the court determined that there had been a material irregularity stemming from the unequal treatment of creditors and, further, that the nominee/supervisor had been in breach of duty in filing a report in support of the CVA confirming that meetings should be held.

Retail CVAs –

Advising institutional landlords in relation to potential challenges to recent high profile “household name” retail CVA proposals.

Trustees of Olympic Airlines SA Pension & Life Assurance Scheme v Olympic Airlines SA –

Supreme Court decision on the meaning of “establishment” under Insolvency Regulation 1346/2000 art.2 (h).

Lehman Brothers –

A number of Erskine barristers have been instructed on multiple claims arising from the insolvency of Lehman Brothers.

Singularis v PwC –

Privy Council decision on appeal from the Bermuda Court of Appeal. Extent of the common law power of a court to give assistance to the liquidator of a foreign company.

PwC v Saad –

Privy Council decision on appeal from the Bermuda Court of Appeal which held that the Bermuda Court had no jurisdiction to wind up a foreign non-permit company.

MF Global –

Special administration regime: various issues relating to the manner in which the administrators should deal with the claims of clients, including how to determine the method of valuing client money claims under the FSA ‘client money’ rules.

Assenagon Asset Management v IBRC –

Acting for a noteholder seeking to challenge the validity of a substantial debt restructuring carried out by Anglo-Irish Bank.

Leading Transactions & Cases:

Nam Tai Property Inc v Greater Sail Ltd BVIHCMAP 2022/0009 –

Appeared for the respondent in the Court of Appeal of the Eastern Caribbean and succeeded in establishing that the appeal against an ex parte injunction was an abuse of process.

Re Northstar Financial Services (Bermuda) Ltd and Omnia Ltd [2023] SC (Bda) 57 Civ –

Proceedings in Bermuda concerning two insolvent insurance companies and the operation of the segregated accounts regime. Acted for the class of policyholders holding investments with variable returns, and succeeded in obtaining directions to the effect that their underlying investments were segregated for their benefit.

Re Jardine Strategic Holdings Ltd [2021] –

Acting for the company in the largest merger appraisal arising from an amalgamation of entities within the Jardine Matheson group.

AHAB/SAAD litigation –

Advising the lead defendants in the AHAB/SAAD litigation in the Cayman Islands, arising from a US$9.2 billion fraud/tracing/asset recovery claim (the largest fraud case ever to have been heard in Cayman).

Validus v IPC (Bermuda) –

Hostile scheme of arrangement to effect takeover.

Waddington v Chan (Hong Kong Court of Final Appeal) –

Multiple derivative action (the first reasoned decision on multiple derivative actions in a common law jurisdiction outside the USA).

Cukurova Finance International v Alfa Telecom Turkey Ltd (Privy Council) –

Right of appropriation of shares resulting from default on $1.6bn loan.

Singularis v PwC (Privy Council) –

The extent of the common law power of a court to give assistance to the liquidator of a foreign company.

Culross Global SPC v Strategic Turnaround Master Partnership (Privy Council) –

Power to suspend redemptions of shares in hedge funds.

Leading Transactions & Cases:

RBS Rights Issue Litigation –

Prospectus liability under s.90 FSMA arising from RBS' 2008 rights issue.

Lehmans Client Money –

Questions concerning the statutory trust created by the client money rules in the FSA Handbook at CASS 7.

Lehman Brothers v DZ Bank –

Dispute regarding the interpretation of tri-party repo agreements following the insolvency of Lehman Brothers.

Integration by Royal London of the long-term insurance business of Co-operative Insurance Society –

Part VII FSMA transfer of insurance business.