Company

Claims by liquidator for the recovery of money and assets received by a director / shareholder from the company. Issues as to (i) the operation of the Re Duomatic principle; (ii) whether a share buy-back arrangement infringed section 691 of the Companies Act 2006, and was therefore void, on the ground that the shares were not paid for by the company on purchase; and (iii) whether a share buy-back constitutes a transaction at an undervalue for the purposes of section 423 of the Insolvency Act 1986.

Alleged fraud by D1 (a Thai national, who had been convicted in Thailand in connection with the alleged fraud), as director of claimant (Thai registered company) in causing claimant to obtain loans and allegedly dissipating loan monies to members of D1’s family. Defendants successfully applied under CPR r. 13.3 to set aside judgments in default for £5.4M on basis (i) agreement by claimant’s solicitor in correspondence not to apply for judgment in default and (ii) real prospects of defending the claims.

Claim by Jersey company arising out of a high value golf course development in Scotland. Judgments obtained against Scottish company under the TUV provisions in section 238 Insolvency Act 1986 and against former officers for breach of duty under the Companies (Jersey) Law 1991.

Claim for malicious prosecution involving issues of the effect of control of a group of companies by a beneficiary of a trust which held the shares; shadow directorship; identity of the directing mind and will; identity of the “prosecutor” of a claim brought by a company.

A non-party costs order was made against a company which had predominantly funded litigation brought by a dormant company in which it was a major shareholder.

– Whether an unfair prejudice petition and just and equitable winding up petition should be struck out where the primary conduct complained of had been remedied.

Whether a witness statement served by a claimant in English proceedings in respect of alleged breaches of duty by a director could be used by the defendant in Isle of Man proceedings between the same parties; appeal allowed and permission granted as the significant evidential advantage was a sufficiently good reason.

Whether a claim involving allegations of breach of duty by a company director should be case managed and tried together with 2 other separate actions, given the significant overlap in documentary and oral evidence to be given in each.

Concerning the nature and effect of the provisions restricting the use of company names in sections 216 and 217 of the Insolvency Act 1986 and the ability of a petitioner to found a petition under section 459 of the Companies Act 1985 based on breaches of section 216.

An agreement for the separation of a joint venture partnership and company, which included an agreement that the company pay an increased rent to the out-going shareholders did not amount to financial assistance in breach of s.151 Companies Act 1985. The liquidator’s decision to accept a proof of debt from the out-going shareholders in respect of the rent due from the company could not therefore be challenged.

Construction of pre-emption rights in Barbados company’s articles of association. Last civil appeal to Privy Council from Barbados Court of Appeal.

Decision on meaning of “ordinary course of business” for the purposes of permitted disposals in debenture.

The Court declined to stay a s459 petition for arbitration on the grounds that the court was the proper tribunal to decide the petition and related issues.

Appeal against dismissal of financial assistance claim under s.151 CA 1985 dismissed as (i) appellant had failed to show that the alleged financial assistance (company’s liability to pay rent under a lease) had been given before or at the same time as the relevant acquisition of shares and (ii) the obligation undertaken by appellant was in any event not “for the purpose of” the acquisition of shares within the meaning of s.151(s) CA 1985.

Case concerning investment by a development bank and local partner in a project in Zambia; issues concerning breach of fiduciary duty, director’s duty of disclosure; director’s unauthorised profit; duty to account to the company and limitation.

Unfair prejudice petition in respect of quasi-partnership; successful application for interim relief by way of appointment of receiver.