Raises the bar in Chancery & Commercial

A strong chancery set with real strength in company and partnership and fraud related matters.

Chambers & Partners

Serle Court Inaugural Company Conference 2020Company Law in the Real World

WHEN

Tuesday, 3 March 2020

WHERE

Ashworth CentreLincoln’s InnLondon WC2A 3TL

Programme

Chambers’ exceptional strength in corporate

insolvency is reflected by its being the recipient

of the Insolvency Set of the Year award at The

Legal 500 (Legalease) Awards 2020.

Chambers & Partners 2020 notes that “Serle

Court represents a strong choice for company law

matters, particularly shareholder disputes, breach

of duty claims and derivative claims, among other

litigious issues”, whilst The Legal 500 2020,

which recommends 13 members of Chambers

(eight juniors and five Silks) for Company Law,

states: “Members of Serle Court are ‘extremely

high quality, both in respect to commercial

litigation and specialist fields’. Company law

and partnership disputes are particular areas of

expertise, and the set is extremely experienced

in shareholder disputes and derivative claims…”

Important and cutting-edge company law cases

in which members of Chambers who will be

speaking at the Company Law Conference

have been instructed in the past year alone

include Brown v MML Capital [2020] EWHC 23

(Ch), Re Dinglis Properties Ltd [2020] 1 BCLC

107, Re G&G Properties Ltd [2020] 1 BCLC 1,

Lady Moon v Petricca [2019] EWHC 439 (Ch),

Saatchi v Gajjar [2019] EWHC 3472 (Ch),

Re Edwardian Group Ltd [2019] 1 BCLC 171,

Re AMT Coffee Limited [2019] EWHC 46 (Ch),

Grupo Mexico v Infund LLP [2019] EWCA Civ

1673 and Re Bankside Hotels Ltd [2019] 1 BCLC

434 and [2019] 2 BCLC 174.

Serle Court’s considerable expertise in this area

is reflected in the fact that the leading practitioner

textbook Minority Shareholders: Law, Practice

and Procedure (the sixth edition of which was

published by Oxford University Press in December

2018) is authored by four current members of

Chambers - Daniel Lightman QC, David Drake,

Timothy Collingwood and Giles Richardson – as

well as by former member Victor Joffe QC. In

addition, Matthew Morrison and James Mather

contribute to the Butterworths Corporate Law

Service, Matthew on Directors’ Liabilities in

Insolvency and Directors’ Disqualification, and

James on Directors’ Conflicts of Interest,

Remedies Against Directors and Limitation

Issues in Corporate Litigation.

Serle Court is one of the leading sets for Company Law, with significant expertise in shareholders’ disputes, unfair prejudice petitions, derivative claims and claims for breach of directors’ duties, both in the UK and abroad, including in the British Virgin Islands, the Cayman Islands and Hong Kong.

Our Expertise

1.15 Registration

1.30 Lunch

2.15 Introductory remarks by Alan Boyle QC

2.20 Creditors’ and Members’ Interests: Marex, Reflective Loss and other Problems: David Drake, Jennifer Haywood and Eleni Dinenis

3.00 Information and Privilege in Company Litigation: Philip Marshall QC, James Mather and Charlotte Beynon

3.40 Coffee Break

4.00 Debate: Unfair Prejudice Petitions and Minority Discount: Daniel Lightman QC, Matthew Morrison and Thomas Elias

4.45 Trusts in Company Law: Emma Hargreaves, Sophia Hurst and Stephanie Thompson

5.15 Keynote Speaker and Q&A: Chief ICC Judge Briggs speaking on Evidence at Trial, followed by a Q&A and discussion with Timothy Collingwood

6.00 Drinks reception

Sessions

Creditors’ and Members’ Interests: Marex, Reflective Loss and other Problems:This session will explore the current position in England and Wales with respect to reflective loss and will address the Supreme Court’s decision in Marex Financial v Garcia, which is expected to be handed down shortly. We will look at the effect of the principle as applied to shareholders (including minority shareholder claims) and how it has been applied beyond shareholder claims.

David Drake

Jennifer Haywood

Eleni Dinenis

2.20pm

Debate: Unfair Prejudice Petitions and Minority Discount: The panel members will discuss the circumstances in which a minority discount should be ordered in the context of unfair prejudice petitions, including:

• Whether there should be any presumption in favour of, or against, such a discount;

• Why quasi-partnerships are said to be different;

• The significance of willing/unwilling seller analyses, the price at which shares were originally purchased and the value of shares to an oppressing majority;

• The relevance of the Articles of Association (including pre-emption rights) and

• How the situation might differ if the petitioner would also be entitled to a just and equitable winding up.

Daniel Lightman QC

Matthew Morrison

Thomas Elias

4.00pm

Trusts in Company Law:This session will consider some of the particular issues that arise when trustees hold shares, including recent case law on the extent of a trustee’s duty to monitor the conduct of the company (Zhang v DBS [2019] HKCFA 45) and considerations and potential pitfalls for trustees involved in unfair prejudice petitions (Re Edwardian Group Ltd [2019] 1 BCLC 171 & [2019] STC 1814).

Emma Hargreaves

Sophia Hurst

Stephanie Thompson

4.45pm

Keynote Speaker and Q&A: Chief ICC Judge Briggs speaking on Evidence at Trial, followed by a Q&A and discussion with Timothy Collingwood.

Chief ICC Judge Briggs

Timothy Collingwood

5.15pm

Information and Privilege in Company Litigation:This session will consider particular issues which arise in company litigation with regard to seeking and resisting disclosure of information, including applications to inspect the company register, the operation of disclosure obligations within the company and the application of legal professional privilege in the company context.

Philip Marshall QC

James Mather

Charlotte Beynon

3.00pm

Speakers

Philip Marshall QC

“One of the Bar’s most successful silks”, Philip Marshall QC is a senior commercial and chancery silk who specialises in complex commercial disputes and commercial fraud, particularly international fraud. He continues to be involved in a number of high-profile matters and is “selected for very sophisticated cases”. In 2009 he was authorised to sit as Deputy High Court Judge (Chancery and Queen’s Bench Division) and regularly acts and advises in several overseas jurisdictions including the British Virgin Islands, Bermuda and Hong Kong. He is called to the Bar of the British Virgin Islands. Philip is classified in Chambers & Partners as one of “the Stars at the Bar” and is recommended in 8 different practice areas. He is a Legal Commentator for the BBC, ITV and Sky News and was The Times ‘Lawyer of the week’ for work on a major fraud case. Significant cases include Emmerson International v Renova Industries Raj Al Khamah Investment Authority v Bedfort & Ors; Orb v Ruhan & Ors; Mazey Properties v Harris; Constantin Medien v Ecclestone; Aeroflot v Berezovsky; and JSC BTA Bank v Ablyazov. Philip has acted for claimants in a number of group claims, including the RBS Rights Issue litigation and in respect of the Tesco accounting scandal.

Alan Boyle QC

Alan is one of the most senior and distinguished silks at the chancery and commercial bar, and is Head of Chambers at Serle Court. He is regularly listed as one of the “stars at the bar” by Chambers & Partners, which describes him as “a true grandee of the Chancery Bar and an absolute pleasure to work with”. He has previously been awarded Chancery Silk of the Year for both The Legal 500 Awards (2013, Traditional Chancery Silk of the Year) and the Chambers & Partners Bar Awards (2010).

Speakers continued >

Keynote Speaker - Chief ICC Judge Briggs

Chief Insolvency and Companies Court Judge Briggs was called to the Bar by Lincoln’s Inn in 1994. As a barrister he specialised in the law of insolvency and company law, practising from Guildhall Chambers in Bristol, and Serle Court Chambers. He was appointed to the Attorney-General’s panel in 1999 and undertook a variety of work, including directors’ disqualification and acting as a friend of the Court in the leading case concerning the payment of business rates as administration expenses. He was appointed to his first judicial post of Deputy Registrar in 2007 and became a full-time Judge in 2015. In 2017 he was appointed Chief ICC Judge, and in addition in 2019 was also made a Deputy High Court Judge.

Daniel Lightman QC

According to Chambers & Partners, “Daniel has exceptional knowledge and expertise, particularly in relation to company and shareholder disputes”, whilst The Legal 500 describes him as “a leading company silk whose knowledge in the area and strategic nous is legendary” Daniel Lightman QC is ranked as the second most highly-regarded Silk for Company & Partnership by Who’s Who Legal: UK Bar, which states that he “receives plaudits from peers and clients alike who highlight his “excellent sense of the court and very good judgement”, one source noting: “He is one of the most brilliant barristers I have ever instructed”. As part of a broad Chancery-commercial practice, Daniel is instructed on many leading company law and minority shareholder cases, recent examples of which include Re Dinglis Properties Ltd [2020] 1 BCLC 107, Re G&G Properties Ltd [2020] 1 BCLC 1, Re Edwardian Group Ltd, Estera Trust (Jersey) Ltd v Singh [2019] 1 BCLC 171, Re Bankside Hotels Ltd [2019] 1 BCLC 434 and [2019] 2 BCLC 174, and Re Pedersen (Thameside) Ltd [2018] BCC 58. He writes the chapters in derivative claims and unfair prejudice petitions: procedure to the leading practitioner textbook Joffe on Minority Shareholders.

David Drake

David has a broad commercial chancery practice, including commercial fraud, breach of trust, and company and insolvency disputes, where the duties owed by de jure, de facto and shadow directors often play a key role. Inevitably, many such cases involve an international element. He has been the author of the “Directors’ Duties” chapter in Minority Shareholders: Law, Practice and Procedure (OUP) since it was introduced in the 3rd edition in 2008.

Lance Ashworth QC

Lance is a chancery, commercial and insolvency silk, whose practice takes in both UK and international cases. His clients hail from the USA, Ethiopia, Saudi Arabia, Bahrain, Malaysia, Jersey, Cayman and Australia as well as many in the UK. He is very happy to travel abroad to meet clients. Since 2016 he has sat as a Deputy High Court Judge in the Chancery Division.

Legal directories describe him as having “remarkable clarity of thought, and picks up points others miss.” “Lance is an authoritative advocate who commands respect from the bench.” “Very hardworking, fantastic on detail and unquestionably a fighter.”

Speakers

James Mather

An “exceptionally bright rising star of the Chancery Bar” (Chambers & Partners), James focuses on commercial fraud and asset recovery; insolvency, partnership and shareholder disputes; and domestic and offshore trusts matters. In 2018, he was awarded Insolvency Junior of the Year in The Legal 500 Awards. He is a member of the Serious Fraud Office panel of counsel for recovery of the proceeds of crime.

Timothy Collingwood

“Extremely responsive, diligent and clever”, “he has a fantastic attitude and is a complete team player” (Chambers & Partners, 2020). Timothy is due to be appointed Queen’s Counsel on 16 March 2020. He has a broad commercial chancery practice, with a particular emphasis on company-related disputes. He has extensive experience in shareholder disputes, contractual disputes, breach of duty claims (against directors and trustees) and related fraud and negligence claims. Timothy is recommended in Chambers & Partners, Chambers Global, The Legal 500 and Citywealth Leaders’ List. Prior to commencing practice in England, Timothy practised as an attorney-at-law in the Cayman Islands and he continues to be involved in cases with an international element. He is called to the Bar in the BVI. He is a contributor to Joffe on Minority Shareholders (6th ed, 2018).

Matthew Morrison

Matthew has a broad commercial chancery practice with a particular emphasis on company and partnership, civil fraud, insolvency and trust litigation. In the company law sphere he has a strong reputation in relation to shareholder claims and proceedings involving directors’ misfeasance. Matthew was counsel for the Second Respondent in Re AMT Coffee Limited [2019] EWHC 46 (Ch), an 11 day High Court trial (in which Thomas Elias acted for the First Respondent). He writes chapters in BCLS and TCOL on directors’ duties, disqualification and liabilities in insolvency, as well as widely read PLC practice notes on minority shareholder remedies. According to the directories, Matthew is “one of the finest of his generation: he combines a formidable intellect with a user-friendly manner” (The Legal 500, 2020), and is described as being “exceptionally clever, able to grasp what is important and think of new, fresh ideas and argument” (Chambers & Partners, 2020).

Thomas Elias

Thomas has a commercial chancery practice with a particular emphasis on business disputes, including shareholder claims, breach of directors’ duties, joint ventures, partnerships, insolvency and intellectual property.

He is regularly instructed in unfair prejudice petitions, and was counsel for the First Respondent in Re AMT Coffee Limited [2019] EWHC 46 (Ch) an 11 day High Court trial (in which Matthew Morrison acted for the Second Respondent). Thomas has appeared in court at all levels from the Trade Mark Registry to the Supreme Court and the CJEU. He is recommended in The Legal 500 for company law and intellectual property where he has been described as “an excellent barrister” who possesses “excellent judgment and tactical sense”.

Speakers continued >

Jennifer Haywood

Jennifer Haywood has a broad commercial chancery practice encompassing traditional and commercial chancery, with a strong emphasis on breach of fiduciary duty, company, partnership, (both contentious and non-contentious) trusts and probate and fraud.

Jennifer is particularly well regarded for her commercial outlook and client interaction. She is praised by The Legal 500 as being “exceptionally user-friendly, easy to work with and a great team player” and Chambers & Partners says “she attracts particular praise for her excellent, candid and common sense-based client service.” She is ranked in Tier 1 for Partnership work.

A CEDR accredited mediator, Jennifer has conducted more than 30 mediations, mostly in the areas of contested trusts and probate and Inheritance (Provision for Family and Dependents) Act 1975 and partnership/LLP. Jennifer also acts as an arbitrator and is a fellow of the Chartered Institute of Arbitrators.

Jennifer has been called to the BVI Bar.

Charlotte Beynon

Charlotte has a broad commercial chancery practice with particular experience in the fields of contentious trusts, company law and civil fraud. She frequently acts in complex, high-value cases, both onshore and offshore, often with international elements.

Charlotte is currently instructed in a high-profile piece of UK insolvency litigation concerning directors’ misfeasance claims and in unfair prejudice proceedings before the Jersey Royal Court. She is also acting in Public Institution for Social Security of Kuwait v Man Group, a multi-million dollar claim for alleged bribery spanning three decades, which has been named as one of The Lawyer’s Top 20 Cases for 2020.

Stephanie Thompson

Stephanie joined chambers in 2018 and is developing a broad practice in Serle Court’s core areas, with a particular focus on civil fraud, company law and contentious trusts and probate. She has appeared unled in the High Court in interim applications and trials and recently acted for the respondent trustee in an international trust arbitration. Prior to joining chambers, Stephanie was a barrister in New Zealand and completed an LLM at the University of Cambridge where she received the BRD Clarke Prize for coming first in her year.

Eleni Dinenis

Eleni has a broad commercial chancery practice, with a particular interest in company, insolvency, and partnership matters. She appears regularly in the Insolvency and Companies Court and accepts instructions across the range of company work and its related areas. Recent High Court instructions include defending an unfair prejudice petition, claims involving breach of directors duties, and proceedings under the Companies (Cross-Border Mergers) Regulation 2007. Prior to beginning her practice in 2017, Eleni was a judicial assistant to Lord Reed and was involved at close quarters with several high profile company/insolvency matters including Lehman Brothers. Eleni’s background in finance, from her previous career as a corporate finance analyst in mergers and acquisitions, means she is well versed in the quantitative and accounting aspects of company disputes.

Sophia Hurst

Sophia has a broad commercial chancery practice encompassing fraud, company and insolvency, banking and financial services, and contentious trusts litigation. She is called to the Bar in the British Virgin Islands and a registered DIFC practitioner, and is frequently instructed in disputes with a cross-border element.

Sophia’s current and recent work includes acting in the British Airways data breach group litigation, in a high-value energy and construction claim in the Commercial Court, and as sole counsel in the DIFC Court of Appeal in Grand Valley v Sunteck; a property development joint venture dispute. Sophia is a contributing author to PLC Corporate and Gough on Company Charges.

Speakers

Emma Hargreaves

Emma has a commercial chancery practice with particular emphasis on domestic and offshore trust/probate litigation, civil fraud and company disputes. She also regularly advises and appears as specialist trusts / company counsel in the context of matrimonial proceedings. Her recent company cases include the substantial unfair prejudice petitions in Re Edwardian Group Ltd [2019] 1 BCLC 171 and Re G&G Properties Ltd / Re Bankside Hotels Ltd [2020] 1 BCLC 1.

Emma is ranked in both Chambers UK Bar and Chambers High Net Worth for Chancery: Traditional and in The Legal 500’s Top Ten under Eight Years’ Call for Commercial Litigation. She was also named in The Lawyer’s Hot 100 2019, which describes her reputation as “superb”, and in Legal Week’s Private Client Global Elite: Ones to Watch for the last two years.

6 New Square, Lincoln's Inn, London WC2A 3QS

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“excellent from top to tail”

“offers a variety of skill sets that others can’t provide, and houses some of the biggest names at the Bar”

“excellent as a whole, and indeed pre-eminent in offshore work, with a large number of highly competent counsel”

“a strong Chancery set with ‘real strength in depth in company and partnership and fraud-related matters’ and

has ‘some of the best and brightest at the Bar’.”

“one of the very best commercial chancery sets, and one of the few that genuinely competes in both traditional

chancery and commercial litigation”

Recent quotes from The Legal 500 and Chambers & Partners

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