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Philip Morrison

Call: 2018

Philip completed his pupillage in Chambers in October 2019, gaining broad experience across all of Chambers’ major practice areas. He then undertook secondments in the Corporate/M&A department at Slaughter and May, gaining experience in corporate transactional and restructuring work, and in the Financial Institutions Dispute Group at Freshfields Bruckhaus Deringer, where he primarily worked on contentious insolvency matters.

Philip is building a practice focusing on company litigation and advisory work, corporate insolvency, and broader commercial disputes. He is happy to be instructed as sole counsel or as part of a team.

Before commencing pupillage, Philip read law as an undergraduate at the University of Oxford, graduating joint second overall in his year and winning several prizes. He then studied for a masters in law at the London School of Economics (with a focus on company and insolvency law), graduating with distinction and the highest overall performance across the Commercial Law subjects. He has published a number of academic articles in the fields of company and insolvency law, including on schemes of arrangement and the cross-border mergers regime.

Corporate

Philip has experience in all aspects of company law and related fields. He has experience (both individually and as part of a larger team) of corporate litigation and corporate advisory work, and regularly acts in, and advises on, all issues arising in these areas. In addition to his practice, he has also published a number of academic articles in the field of company law, and retains an active academic interest in this sphere.

Illustrative examples of recent work in this area, whether individually or as part of a team, include:

  • Advising on the application of the reflective loss principle to a claim for damages;
  • Advising on the interaction of corporate disclosure obligations and the common law duty of confidentiality;
  • Advising on issues of “piercing the corporate veil” in the context of a claim alleging fraud and dishonesty;
  • Advising on the ownership of documents (and associated issues) following a corporate acquisition;
  • Drafting witness evidence for an application for rectification of a company’s register of members;
  • Drafting particulars of claim seeking damages for alleged fraudulent misrepresentation;
  • Acting (with Matthew Parfitt) for Columbus Energy Resources Plc in a scheme of arrangement effecting their £25m takeover by Bahamas Petroleum Company plc (Re Columbus Energy Resources plc [2020] EWHC 2452);
  • Acting (with David Chivers QC) in a four day consequentials hearing before the Supreme Court of Bermuda.

During pupillage, Philip provided assistance to other members of Chambers on a wide range of company law matters. Examples of this work include:

  • Considering the viability of a scheme of arrangement under Part 26 of the Companies Act 2006;
  • Considering whether a proposed corporate transaction gave rise to unlawful financial assistance or a need for independent valuation of non-cash consideration;
  • Considering the validity of a share buyback and associated principles of capital maintenance;
  • Considering whether a transaction constituted an offer of shares to the public or whether a prospectus was necessary;
  • Considering the validity of directors’ appointments and the potential consequences of any defects;
  • Advising on several unfair prejudice petitions and other shareholder disputes;
  • Advising on the prospects of claims against a company’s directors for breach of fiduciary duty and for unlawful means conspiracy; and
  • Advising on the proper construction of various companies’ articles of association (and, in particular, on the effect of pre-emption provisions) and the proper construction of various shareholders’ agreements.

Philip undertook a three month secondment in the Corporate/M&A department at Slaughter and May in late 2019, where he gained additional experience in complex corporate transactions and other corporate advisory work. This work included advising on shareholder activism, public takeovers, the terms of share purchase agreements, and corporate governance in public companies more generally.

Restructuring & Insolvency

Philip acts and advises on all aspects of insolvency law and related fields. He has acted and advised on a wide range of issues arising in connection with debt restructurings, liquidations, administrations, and director disqualification.

Examples of recent work in this area, whether individually or as part of a team, include:

  • Advising the liquidators of an offshore company in relation to issues of set-off and the rule in Cherry v Boultbee;
  • Advising on allegations of breach of fiduciary duty and the alleged receipt of a voidable preference;
  • Advising on issues in connection with a proposed CVA;
  • Successfully applying for an order permitting a distribution to a company’s unsecured creditors under paragraph 65(3) of Schedule B1 to the Insolvency Act 1986;
  • Successfully applying for an order discharging administrators from liability under paragraph 98 of Schedule B1 to the Insolvency Act 1986;
  • Successfully applying for an order extending the term of an administration under paragraph 76 of Schedule B1 to the Insolvency Act 1986; and
  • Acting for a variety of parties in connection with petitions for compulsory winding-up by the Court.

During pupillage, Philip provided assistance to other members of Chambers on a wide range of restructuring and insolvency issues. Examples include:

  • Considering the viability of a challenge to a CVA by a landlord;
  • Considering allegations of transactions defrauding creditors under section 423 of the Insolvency Act 1986; and
  • Considering the application of the Company Directors Disqualification Act 1986.

In early 2020, Philip undertook a three month secondment in the Financial Institutions Dispute Group at Freshfields Bruckhaus Deringer, where he primarily worked on contentious insolvency matters (often in conjunction with members of the Restructuring & Insolvency team). His work primarily involved providing day-to-day advice to the administrators of a large offshore insurance company on all aspects of insolvency law. Other significant work included preparing an urgent application to the court for the appointment of administrators, and reviewing documents in connection with potential litigation following a major corporate insolvency.

Memberships & Publications

Publications

Morrison, “Cross-Border Schemes of Arrangement: Rationalising One Basis for Jurisdiction” [2018] JBL 185

Morrison, “A Permissive Approach to Cross Border Mergers: Easynet Global Services Ltd” [2018] Comp. Law. 39(7), 229-232.

Morrison, “Scrutinising the Legality of Cross-Border Mergers: Finding the Proper Approach” [2019] Journal of Corporate Law Studies 367.

Morrison, “Scheme Meetings in a Global Pandemic” [2021] JIBFL (forthcoming)

Bright and Morrison, “Varying Long Residential Leases: When, Why and Reform” [2019] Conv 332

King and Morrison, “A Lacuna in the Criminal Law’s Protection of Antenatal life” [2020] Journal of Criminal Law, 84(4), 369-376

Memberships

Philip is a member of the Chancery Bar Association.

Other

Philip is also a contributor to FromCounsel, the leading corporate law knowledge publisher.

Education & Awards 

Education

2013 – 2016 : BA Law, New College, University of Oxford (First Class ; ranked joint 2nd of 206 overall)

2016 – 2017 : LLM, the London School of Economics and Political Science (Distinction ; highest overall performance across the commercial law subjects)

2017-2018 : Bar Professional Training Course, City Law School (Outstanding ; highest mark in the year across Opinion Writing subjects)

Prizes and Scholarships 

Wronker Prize (Proxime Accessit) (joint 2nd place overall in FHS Law at the University of Oxford)

New College Prize (for performance in FHS Law while at New College, University of Oxford)

Exhibitioner of New College, Oxford

Pinsent Masons Prize in Taxation Law (for the highest mark in the year in FHS Taxation Law, University of Oxford)

Anniversary Scholarship (a scholarship providing funding for taught masters at the London School of Economics)

Santander Scholarship (a scholarship providing funding for taught masters courses at the London School of Economics)

Blackstone Chambers Prize (for highest overall performance in Commercial Law subjects in the LLM at the London School of Economics)

Lord Mansfield Scholarship (Lincoln’s Inn Award)

Hardwicke Entrance Scholarship (Lincoln’s Inn Award)

Buchanan Prize (Lincoln’s Inn Award)

Hubert Greenland Scholarship (Lincoln’s Inn Award)

News

CIGA 2020, COVID-19, AND COURT CONVENED SCHEME MEETINGS
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