Rupert Reed

Company CV

Rupert has broad experience of shareholder disputes and other company litigation, but regularly advises on transactional issues. 

The breadth of his commercial practice means that he commonly advises where issues of commercial law, insolvency law, financial services and pensions law arise in company law cases, for example in relation to liabilities of companies to pension funds under section 75 of the Pensions Act 1994 or issues of the corporate authority of directors to bind their companies in particular transactions. 

Having ‘prosecuted' in directors' disqualification cases for the Treasury Solicitor, he regularly advises on disqualification and FSA approval issues arising out of alleged director misconduct.  

Recent / notable cases include:

• With Jules Sher QC,successfully defending a non-executive director of Equitable Life from claims in negligence and breach of fiduciary duty for in excess of £300 million (Equitable Life v. Wilson[2005]).
  
  
• Advising the Administrators of Lehman Brothers in pursuing warranty claims against Northern Rock in respect of portfolios of mortgage loans in particular where certain loans may have been unenforceable against the relevant borrowers for breach of the prohibition against financial assistance and defects in the necessary whitewashing procedure under the Companies Act [2011].
  
  
• Acting the for insurer of a firm of solicitors in defending their conduct in charging shares to be transferred to the chargor on the basis that the chargor had an equitable interest in the relevant shares and/or would feed the estoppel on a subsequent transfer of the shares to him [2011].
  
  
• Advising a former director of a global provider of product identification solutions in respect of a proposed petition under section 994 in respect of an attempt by Barclays Private Equity as majority shareholder to take his shares under the Articles at a significant undervalue [2011].
  
  
• Acting for mutual P&I club in successfully arguing against Cunard that the ‘closure' of certain policy years was as invalid as being procedurally defective and/or beyond the authority of the club's directors under its rules at the time of closure (Liverpool and London Steamship PIA Ltd v. Cunard [2008]; Liverpool and London Steamship PIA Ltd v. Maersk [2011]).
  
  
• Successfully obtaining judgment for over US$10 million due to a Lebanese bank under Islamic agency contracts against claims by the defaulting borrower that those contracts had been beyond the powers of its board as being ‘haram' and not in compliance with Shari'a principles of Islamic finance (BLOM v. The Investment Dar Co. [2009] EWHC 3545 (Ch)).
  
  
• Successfully obtaining, pursuant to the presentation of a section 994 petition by the a 25% minority shareholder of Europe's largest manufacturer of paper bags, a valuation of his shares based on the full development value in 2007 of the company's main site [2009]
  
  
• With John Wardell QC, acting for an international property fund in an action against its former investment manager and adviser for fraudulent breaches of fiduciary duty, including the diversion of properties to other entities (Belgravia Financial Services Group Ltd & Ors V. Dunkerley & Ors [2008]).
  
  
• Advising KPMG as administrators of certain companies in the Berkeley Berry Birch financial services group in advising as to which group companies might be liable under ‘moral hazard' provisions in the Pensions Act 2004, and successfully obtaining court's permission for Administrators to pay out on basis that PPF had declined to appeal the rejection of its proof of debt based on section 75 of the Pensions Act (In re Berry Birch and Noble Insurance Brokers Ltd (in administration) [2007]).
  
  
• With Leslie Kosmin QC, settling Cayman proceedings for an Omani minority shareholder of a Cayman company owning diamond interests in the DRC, in seeking to require its liquidators to bring claims against a Qatari shareholder for failure to pay US$110 million in consideration for shares acquired by him in a restructuring of the company (Oryx Natural Resources Ltd v. African Mining Investments Ltd [2007]).
  
  
• Successfully obtaining £730,000 for the litigation friend of an elderly minority shareholder from the majority shareholder pursuant to a rights issue at par value by which the petitioner's holding in the company had been substantially diluted (In re West Country Vending Services Ltd [2007]).
  
  
• Advising a company operating Scottish call centres on major capital reorganisation intended to eliminate preference shares to avoid a balance sheet deficiency pursuant then new accounting principles under FRS25 [2007].
  
  
• Acting for the former CEO of a substantial UK paper company in seeking pension augmentation and advising him as to authority of the relevant director to make the promise of augmentation and for which group company that promise was made [2007].
  
  
• Acting successfully for the petitioning minority shareholders under a petition in respect of unfairly prejudicial conduct by a majority shareholder in transferring company property into his own name and expropriating certain sums and value from the company's business (Re Shapla Cash & Carry Ltd [2007]).
  
  
• Acting successfully for a shareholder complaining of failure to allot shares promised to it by way of ‘sweat equity' for months of IT services provided in development of trading softwarde (Iterion Ltd v. Seventh Wave Systems [2007]).
  
  
• Acting for the claimant chargee of a company's assets in seeking the rectification of the register of company charges, in circumstances where a declaration of satisfaction had been wrongfully filed at Companies House (Executive Aviation Fuel Service Ltd v. Vanguard PLC [2007]).
  
  
• Successfully obtaining an order rescinding various insolvency documents filed by a charitable company on basis of procedural irregularities in its management by former ‘trustees' (Re West Heath [2004] All ER (D) 51 (Jul)).
  
  
• Successfully arguing that the claimant should be allowed to pursue a minority shareholder's petition in respect of a share transfer where the circumstances suggested the partiality of the auditor valuer (Goodfellow v. Brailey[2000] All ER (D) 457).
  
  
• Successfully arguing that a director had been discharged of his liability on a director's loan account pursuant to severance arrangements with his co-director (Re Glen Express[2000] BPIR 456).