Profile
Litigation and advisory work in company law, corporate insolvency, corporate finance, financial services, partnership (including LLPs).
Education
Brasenose College, Oxford and Harvard Law School
Degrees and awards
BA Jurisprudence (Oxon); BCL (Oxon); LLM (Harvard)
Vinerian Scholarship for the top First in the BCL in 1980
John F Kennedy Scholarship to Harvard Law School, 1981-1982
Career
Fellow and Tutor in Law, Brasenose College, Oxford and CUF Lecturer, University of Oxford, 1982-1988
Visiting Professor at Boston University School of Law, USA, 1987
Called to the Bar, 1989
Practised at Erskine Chambers since 1990
Publications
Assistant and then Consulting Editor of Butterworths Company Law Cases
Recent work
Litigation
Westbrook Dolphin Square Ltd v Friends Provident Life and Pension Ltd
Acted (together with 2 other members of my Chambers) on behalf of the claimant in a
claim for collective enfranchisement of Dolphin Square, a large residential block of
flats in SW1. The claim raised company law issues. Appeared in front of Blackburne
J to resist (largely successfully) and application for specific disclosure and further
information.
Nominet UK v Davies
Acted for Nominet UK, the central registry for .uk domain names, in a claim for an
injunction against a director to prevent him from acting in circumstances where there
was a conflict with his duties to the company. Claim eventually settled following the
resignation of the director in question.
Kaupthing Singer & Friedlander Ltd
Administrators of the bank sought directions as to the entitlement to £147m in a
segregated account established by the bank at the direction of the FSA to protect
depositors continuing to make deposits after it was recognised that the bank was in
financial difficulty as a result of the Icelandic banking crisis. I was instructed by the
administrators to argue that foreign currency depositors were beneficiaries of the trust
established. Hearing before Peter Smith J. Judgment awaited.
Hague v Nam Tai Electronics [2006] UKPC 52
Appeal from the CA of the British Virgin Islands to the Privy Council involving the
construction of articles of association.
Equitable Life v Ernst & Young and other (2005)
Acted for one of the executive directors of Equitable Life. The case settled after
several months of trial.
Advice
Company law
Advising on various matters arising out of the new provisions in the Companies Act 2006 concerning directors’ conflicts of interest.
Advising (with trusts counsel) a charitable company limited by shares in relation to a dispute with the minority shareholder.
Advising an overseas government (with a trusts silk) in relation to a charitable company and drafting amendments to the articles of association of the company.
Advising an AIM-listed plc concerning shares issued for a non-cash consideration without obtaining a valuation report.
Preparing submissions for an expert determination pursuant to a share sale agreement where the dispute concerned the adjustment required to the purchase price based on a completion statement. Issues included whether the draft completion statement was UK GAAP compliant and the construction of the share purchase agreement.
Advising on issues arising as a result of shares being issued at a discount and whether liability to pay up the shares could be set-off against a debt due from the company when the company was insolvent.
Recent litigation has involved an application for an interim injunction restraining a director from acting as a solicitor where that gave rise to a conflict with his duties as a director of a company.
Advising on shareholder disputes in the context of section 994 Companies Act 2006.
Advising on duties of directors of industrial and provident societies in group context.
Corporate Insolvency
Acted (with Richard Snowden QC) for a hedge fund seeking to recover securities held in its prime brokerage account with a Lehman Bros company in administration in this jurisdiction.
Advising an unsecured creditor concerning the sale of assets by an administrator in a pre-pack. Issues included the rights of the secured creditor under complex security documentation where assets subject to the security had been sold and whether the sale could be challenged.
Advising an LLP seeking to avoid the appointment by the debenture-holder of an LPA receiver.
Acted for a creditor on an application for an administration order.
Advising on possible preference and transaction at an undervalue issues in relation to arrangements with respect to freight swaps.
Advising on the extra-territorial reach of provisions concerning the restriction on re-use of company names.
Advising on set-off in the context of UK bank lending to Lehman Bros Holdings Inc in Chapter 11 in the US.
Financial services
Advising on whether a scheme for purchase and rental of holiday villas was a collective investment scheme and on whether there had been any breaches of the general prohibition on carrying on investment business or the prohibition on promoting unregulated collective investment scheme.
Advice on prospectus provisions.
Partnership / LLP
Advising a solicitors’ partnership concerning a dispute with a former partner about a sale of part of the business.
Helping to settle the members’ agreement required to convert a solicitors’ partnership to a LLP.
Recent talks
The EU Regulation on Insolvency Proceedings and Security Issues (with Richard Snowden QC)
The Conflict of Interest Provisions of the Companies Act 2006
Directors’ Duties when the Company is Insolvent