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James Potts QC

Call: 1994 Silk: 2013

Appointed Silk in 2013, James has over 20 years’ experience of all aspects of corporate, insolvency, banking, financial services and general commercial law.

His work is predominantly contentious (although he maintains a strong corporate advisory practice) and he is an experienced advocate, appearing at all levels up to the Supreme Court and Privy Council, as well as in overseas jurisdictions.

He also has expertise in arbitration, mediation and expert determination (particularly in the context of shareholder/joint venture disputes and warranty claims). He is a CEDR Accredited Mediator.

He is client-friendly and approachable and seeks to provide clear, concise and commercial advice to clients.

I don't like to be against him - he's that good.

Chambers UK Bar

Litigation & Arbitration

  • Shareholder disputes
  • Joint venture disputes
  • LLP/partnership disputes
  • Professional negligence
  • Breach of fiduciary duty/misfeasance
  • Breach of warranty claims
  • Civil fraud and asset recovery
  • Interim remedies
  • Mediation and expert determination

Significant cases and transactions include:

Stobart Group Ltd v William Stobart & Or [2019] EWCA Civ 1376
Acted for successful Defendant resisting claims under SPA based on failure to serve compliant notice.

Burnden Holdings (UK) Ltd v Fielding & Or [2019] EWHC 1566 (Ch)
Acted for successful Defendants resisting claims based on alleged unlawful distribution and grant of security.

PJSC Commercial Bank Privatbank v Kolomoisky & Ors (2018)
Acted for successful applicant resisting attempts to stay disclosure orders under worldwide freezing order.

Cool Seas (Seafoods) Ltd v Interfish & Ors [2018] EWHC 2038 (Ch)
Acted for successful Respondents in opposing unfair prejudice petition and obtaining (by counterclaim) order for sale of Petitioners’ shareholding with compensation for breaches of duty.

Melvin v Roache Judgment of the Chief Justice (Gibraltar) 18 October 2017
Acted for successful Claimant. Trial adjourned, affidavits directed and cross-examination ordered of Respondents to a shareholder dispute in respect of documents created after the dates on the face of those documents and deployed in pleadings and witness statements.

Brightside Group Ltd v RSM UK Audit LLP [2017] 1 WLR 1943
Acting for Claimant in professional negligence claim against auditors.  Successfully resisted application to dismissal of proceedings based on alleged non-service of Claim Form.

JSC Mezhdunarodniy Promyshlenniy Bank v Pugachev [2016] EWHC 248 (Ch).
Successfully resisted application by trustees for discharge of a worldwide freezing order.  Real risk of dissipation in the context of rights as a protector of the trusts and facts indicating de facto control.

Birdi v Specsavers Optical Group Ltd [2015] EWHC 2870 (Ch); Official Transcript
Acted for Specsavers in s.994 petition at trial of issues under a s.994 petition.  Widescale allegations of impropriety rejected by the Court.  Petitioner failed to recover adjustments greater than the Respondents’ early Part 36 offer, leading to a substantial overall costs order against the Petitioner.

Dilato Holdings Pty Ltd v Learning Possibilities Ltd [2015] EWHC 592 (Ch); [2015] 2 B.C.L.C. 199
Acted for Applicant who successfully obtained injunctive relief to obtain access to books and records as a director and to restrain his removal as a director pending determination of his claim to a controlling interest in the company.

Airey v Taffinder & Ors (Re Hills Solutions Ltd) [2015] EWHC 3854 (Ch)
Acted for Claimant in successfully obtaining permission to continue a double derivative claim and a full indemnity from the company in respect of a restructuring of the group at an alleged undervalue.

Autonomy Corporation Ltd v Lynch and Hussain
Acting for HP entities in relation to a claim against former directors of Autonomy in a £3bn breach of fiduciary duty and deceit claim.

Re Charterhouse Capital Ltd [2015] EWCA Civ 536; [2014] EWHC 1410 (Ch)
Acted at trial and on appeal for successful Respondents in relation to private equity firm unfair prejudice petition.

Royal Bank of Scotland Plc v Hicks & Ors [2010] EWHC 2568 (Ch)

Acting for Bank in successfully obtaining mandatory injunction to restore composition of board of holding company of Liverpool Football Club and resisting injunction for sale of the Club. Also successfully acted for Bank in obtaining anti-suit injunction restraining Texas proceedings.

Arbitrations:

Currently acting in relation to an international UNCITRAL joint venture dispute arbitration.

Currently acting in relation to an arbitration of an unfair prejudice dispute

Halliwells v Austin [2012] EWHC 1194 (Ch)
Acted for former partner in successful summary judgment application defeating claims by liquidator of the firm.

Global Energy Horizons Corp v Grey [2012] EWHC 3703 (Ch)
Imposition of fiduciary duties in a non-traditional context.

Royal Bank of Scotland Plc v Hicks [2012] EWHC 2699 (Ch)
Acted for RBS in relation to contest for control of Liverpool FC.

Royal Bank of Scotland Plc v Hicks [2011] EWHC 287 (Ch)
Successful application for anti-suit injunction in relation to contest for control of Liverpool FC.

Fulham Football Club (1987) v Richards [2011] EWCA Civ 855
Leading case which established the arbitrability of shareholder disputes.

Re Microsulis [2008] EWHC 587
Successful strike out of unfair prejudice petition; costs against solicitors for breach of warranty of authority.

BTA v Ablyazov
Acted for proposed court receivers in various applications.

Great Future International v Sealand Housing Corporation & Ors [2002] EWHC 2454 (Ch)
Damages of over US$45million assessed; numerous hearings and applications in the Turks & Caicos Islands, freezing orders; committal for contempt of defendants.

Restructuring & Insolvency

  • Winding up
  • Administration
  • CVAs
  • Receivership
  • Contentious insolvency
  • Cross-border issues
  • Directors’ disqualification
  • Misfeasance
  • Company charges

Significant cases include:

Recently advising HMRC on insolvency and commercial issues arising out of a very high value dispute and also advising directors on challenge to recognition of Bermuda winding-up order under UNCITRAL Model law.

Burnden Holdings (UK) Ltd v Fielding & Or [2019] EWHC 1566 (Ch)
Acted for successful Defendants resisting claims by liquidator based on alleged unlawful distribution and grant of security. Consideration of duty to consider interests of creditors, Eurosail insolvency test and scope of transactions defrauding creditors.

Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services Ltd [2011] UKSC 38
Scope of anti-deprivation principle in insolvency.

Re Lehman Brothers International (Europe) (in administration) v CRC Credit Fund [2009] EWHC 3228 (Ch)
Directions in relation to issues relating to client monies.

Sigma Finance Corporation (in administration) [2009] UKSC 2
Acting (without a leader) for Security Trustee in directions hearing to construction of provisions dealing with the distribution of assets in a security trust deed entered into by a structured investment vehicle.

Re Hans Brochier Holdings (unrep, 15 August 2006)
Test to be applied in establishing centre of main interest (COMI) of English company with business operations in Germany. Presumption rebutted.

Corporate

  • Reductions of capital
  • Cross-border M&A
  • Schemes of arrangement
  • Takeovers
  • Conduct of meetings
  • Company advisory
  • Shareholder disputes
  • Joint venture disputes

Significant cases include:

Re Dee Valley [2017] EWHC 184 (Ch)
High profile contested scheme of arrangement – acted for seven individual shareholders opposing the sanction of the scheme.

Hollis v Marylebone Cricket Club [2013] EWHC 3547 (QB)
Acted for MCC in successful resistance of injunction to restrain the holding of a general meeting of the Club.

Re Auger Investments Ltd [2012] EWHC 94
Security for costs against Liberian company in context of unfair prejudice petition.

MSL Group Holdings Ltd v Clearwall International Ltd [2012] EWCA Civ 1440
Test for disguised distributions.

Fulham Football Club (1987) v Richards [2011] EWCA Civ 855
Leading case which established the arbitrability of shareholder disputes.

Memberships & Publications

COMBAR

Chancery Bar Association (Committee member)

Contributor to Buckley on the Companies Acts, Practice and Procedure of the Companies Court; Company Directors: Law and Liability; podcasts for CPDCast.

Recognition

Ranked in Legal 500 (Commercial Litigation, Company & Partnership and Insolvency), Who’s Who Legal (Insolvency & Restructuring) and Chambers & Partners (Company, Restructuring & Insolvency, Chancery: Commercial and Commercial Disputes Resolution)

“James is strategic in his thinking and creative in trying to think outside of the box and come up with solutions.”

“He’s detail-oriented and a very clever strategist.”

“He’s very commercial and a real detail lawyer; clients love him.” “People get swept up in the tsunami of his brilliance. He’s a very serious opponent.”

“He does not shrink from providing tough advice.”

“Calm under pressure and a clear thinker, he is not afraid to reach a view and to give clients definitive guidance.”

“An impressive advocate.”

“Has huge expertise in relation to corporate governance disputes.” “Decisive, charismatic, persuasive and someone who can process huge amounts of information quickly.”

“A go-to QC for company law disputes – a lovely chap, easy to work with, and frighteningly clever. ”

“He is one of the go-to silks for shareholder disputes. ”

“He knows how to make the most out of a situation for the client but does not shrink from tough advice.”

“James is an excellent advocate and an exceptional company lawyer. He’s very user-friendly, committed and available.”

“He’s an excellent team player, a very robust advocate and a brilliantly prepared cross-examiner.”

“Decisive, charismatic and persuasive, and able to process huge amounts of information quickly.” “He’s an excellent team player, a very robust advocate and a brilliantly prepared cross-examiner.”

“Works really hard for clients and fights tenaciously for them in court.” “His submissions are clear and powerful, and he is very effective indeed.”

“Decisive, charismatic, persuasive, and someone who is able to process huge amounts of information quickly.” “He’s a very robust advocate and a brilliantly prepared cross-examiner”

“He has great technical ability and won’t run away from a fight.” “His legal analysis is insightful and fearless.”

“He is excellent – the advice he gives is very commercial and pragmatic.”

“He has encyclopaedic knowledge of corporate law, and is spot-on in his judgement calls.”

“Great advocate with a great brain.” “He has a fantastic grasp of accountancy detail and is always accessible. He’s an excellent team player.”

“He is one of the best advocates who has a way of putting things succinctly.”

“Excellent in his field, he gets to the point very quickly and is persuasive.”

Ranked in

Chambers & Partners –
Company, Restructuring & Insolvency, Commercial Dispute Resolution, Chancery:Commercial

Legal 500 –
Company & Partnership, Commercial Litigation, Insolvency

News

THE UNCITRAL MODEL LAW AND THE CROSS-BORDER INSOLVENCY REGULATIONS 2006: A NEED FOR INSOLVENCY OR SEVERE FINANCIAL DISTRESS
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WARRANTY CLAIMS: STOBART GROUP LTD V STOBART [2019] EWCA CIV 1376
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BURNDEN HOLDINGS (UK) LTD V FIELDING [2019] EWHC 1566 (CH)
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DEE VALLEY GROUP PLC
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