James Ayliffe QC

Company CV

James regularly deals with company law matters, including (among other things):

• constitution - e.g. issues as to meaning or effect of articles of association;
• management - e.g. validity of resolutions passed at directors or shareholder meetings;
• directors - e.g. claims for breach of directors' duties;
• shareholders - e.g. shareholder disputes and claims for unfair prejudice and/or just and equitable winding up;
• share/asset sale agreements - e.g. claims for breach of warranties;
• company charges - e.g. issues arising from failure to register charges or on their enforcement;
• insolvency - e.g. liquidations, administrations, CVAs and also receiverships.

Some representative cases include:-

• acting for Finnish purchaser of manufacturing company on multi-million pound claim for breach of warranty;
• advising directors of well-known healthcare company in administration as to their responsibilities;
• acting for company providing support services to private equity industry in successful opposition to claim for rectification of its share register;
• acting for vendors of air conditioning business in claim for deferred consideration for sale of shares;
• acting for a 50% shareholder in bitter dispute with US partner over control of a substantial vertical transportation services company;
• acting for defendant facing £200m claim arising out of the takeover of a listed company involving issues regarding stock exchange rules, the takeover code, and the duties of professionals involved in advising on takeovers;
• acting for former chairman of Chestertons estate agency in multi-million pound shareholder dispute;
• acting for director accused of complicity in establishment of "'poison pill" arrangements to deter company takeover.

James also deals with matters relating to partnerships (including limited liability partnerships). Some recent representative cases include:

• acting for member of LLP on £10m claim against another member arising out of breach of fiduciary and other duties owed to LLP
• acting for partners in a substantial accountancy firm in successful opposition to arbitration proceedings by a retiring partner for dissolution of firm;
• acting as arbitrator in dispute between partners in restaurant business.