Company law

Wilberforce has a strong reputation for its work across all areas of company law, including financial assistance, shareholder disputes and directors’ duties issues. It has particular expertise on high-value corporate reorganisations and on offshore transactional advice and litigation.

The complementary expertise of all our members in equity and trusts provides the framework for a deeper understanding of the issues ensuing from breaches of the fiduciary duties owed to companies, equitable compensation, and the proprietary remedies arising out of wrongful disposals of company assets.

Our members offer expert advice and advocacy in relation to a wide range of company law issues such as:

  • Shareholder disputes
  • 994 petitions (under Companies Act 2006)
  • Derivative actions
  • Share and business sale agreements
  • Breach of warranty disputes
  • Shareholder agreements
  • Financial assistance
  • Directors’ duties and negligence
  • Disqualification of directors
  • Restoration of companies to the register
  • OEICs
  • Corporate insolvency – winding up, administration, CVA, receivership
  • Accounting/audit negligence

Instructions come from large, multinational corporations, through to medium sized and small companies and their directors and shareholders. A number of our members have particular experience of company law disputes in other jurisdictions, including most of the principle offshore jurisdictions, Singapore and Hong Kong.

Rankings and recognition

Wilberforce is ranked as a leading company law set in both Chambers & Partners and The Legal 500. Coverage below.

Chambers & Partners UK 2024: Wilberforce Chambers represents an excellent choice of set for company matters. Its barristers frequently represent clients faced with domestic and cross-border shareholder disputes, issues of directors’ duties and breaches of fiduciary duty, among other matters. Its reputation for handling offshore work is particularly strong. Notable recent instructions include the liquidators’ claim of breach of fiduciary duties against the former directors of BHS, and a share dispute regarding Laboratoire XO, which was pursued in both the UK and Luxembourg.

The Legal 500 UK 2024: Wilberforce Chambers has ‘strength-in-depth in all areas to the highest standard’ for insolvency and company law matters. The set has ‘a wide range of amazing juniors all the way up to the KCs, but particularly a phenomenal stable of mid-level juniors – you can’t go wrong’. Members are sought after for both domestic and cross-border company law work, including financial assistance, shareholder disputes and directors’ duties matters. Lexa Hilliard KC recently acted for the defendant in Titanium Capital Investments Limited, Philip Falzon Sant Manduca & Others v. Jonathan Hughes, Hughes Group Limited & Others, a high-value dispute between former partners of a business selling Covid tests. In Re Zaha Hadid, the vastly experienced Terence Mowschenson KC conducted an inquiry into corporate governance at the architectural practice of the late Dame Zaha Hadid. In 2022, the set recruited Thomas Grant KC from Maitland Chambers, who handled Wells v Hornshaw, Re Transwaste Aggregates for the claimants, which resulted in a fifteen-day High Court trial in respect of an unfair prejudice petition. Outstanding junior Sri Carmichael is frequently instructed on s.994 unfair prejudice petitions and breach of directors’ duty claims.

Chambers Bar Awards 2023: Wilberforce wins Set of the Year and Chancery Set of the Year

Chambers Bar Awards 2023Tim Penny KC wins Chancery Silk of the Year

The Legal 500 Bar Awards 2022: Wilberforce wins Chancery Set of the Year

Chambers Bar Awards 2022Clare Stanley KC wins Chancery Silk of the Year

Chambers Bar Awards 2021Thomas Grant KC wins Chancery Silk of the Year

Notable cases

Derma Med Ltd v Ally [2024]

An important Court of Appeal case. The first instance judge had set aside and refused to continue a without notice non-compete and confidentiality injunction on grounds of alleged breaches of the duty of full and frank disclosure and the supposed adequacy of damages. The Court of Appeal allowed the appeal, and made some important comments concerning (1) the need for “a sense of proportion in complex cases” when considering lack of fair presentation complaints and (2), more generally, about the appropriateness of interim injunctions in non-compete cases.

Read the full judgment

Lim and others v Ong [2024]

The Defendant was sentenced to 22 months immediate imprisonment in respect of a vast array of contempts of court, including dealing and dissipating assets in breach of a worldwide freezing order, providing inaccurate ancillary asset disclosure inflating his true asset position, providing false affidavit evidence seeking to justify dissipation, and 59 breaches of the standard form weekly living allowance.

The underlying claim pertained to a property investment fraud perpetrated by the first defendant, and orchestrated through a group of companies (some, but not all of which, were defendants to the proceedings). The defendants were the subject of a wide ranging worldwide freezing order and other injunctions including a quia timet injunction with respect to directorships of certain SPVs.

Read the full judgment

Transwaste Recycling and Aggregates Ltd [2024]

A three-week trial of an unfair prejudice petition concerning a waste management company. The judgment addresses in detail issues of perennial interest to the company lawyer: the meaning of unfair prejudice; the interaction between the s.994 jurisdiction and shareholders’ agreements; the appropriate relief to a minority shareholder; the date of valuation; and whether the shareholding should be valued taking into account a minority discount.

Read the full judgment

Lazarichev & Ors v Lyndou [2024]

This case presented what is believed to be the first opportunity to consider the question of whether “resident” within the meaning of r25.13(2)(a) means “lawfully resident”.

Read the full judgment

Knell v Van Loo [2023]

This case involved a 7-day trial of an unfair prejudice petition, followed by a one-day quantum hearing. The petition was brought by minority shareholders in respect of two substantial property developments; at trial the Deputy Judge found numerous incidents of unfair prejudice, including a failure on behalf of the board to exercise valuable contractual rights held by the Company. Whilst the Company was heavily balance-sheet insolvent, the Deputy Judge granted a buy-out order in the Petitioners’ favour, on the basis that the Company be valued as if the unfairly prejudicial acts had not occurred, and, in addition, that part of the Company’s debt be ignored for the purposes of the buy-out order.

Read the full judgment

CLO HoldCo Limited v Highland CLO Funding Limited [2023]

The Royal Court of Guernsey dismisses a substantial unfair prejudice application, which represents a key aspect of multi-faceted ongoing litigation connected with the bankruptcy in the US of once high-flying billion-dollar investment firm Highland Capital Management LP. 

The judgment contains interesting discussion of (i) whether breach of a duty to act in good faith necessarily amounts to bad faith, and (ii) the circumstances in which equitable considerations may have a place in governing the proper conduct of the affairs of a company.

Read the full judgment

Say Chong Lim v Francis Ong et al [2023]

A claim relating to a property portfolio worth in excess of £50 million pertains to an alleged fraud perpetrated by defendant over a number of years through a complex company structure. The case was commenced by worldwide freezing order.

Read the full judgment

In the matter of Avivo Group [2022]

Acting for the successful respondent in one of the first reported decisions in the Grand Court of the Cayman Islands in this important case on when the Court will appoint inspectors to examine into and report on the affairs of a company at the behest of a minority shareholder.  Although a case on s.64 of the Cayman Companies Act, similar statutory provisions are to be found in legislation throughout the Commonwealth, and hopefully this case will be a useful precedent in those jurisdictions too.

Read the full judgment

Re BHS Group Limited [2022]

Liquidators’ claim against former directors of BHS for breach of fiduciary duty, negligence and wrongful trading.

 

In the Matter of Olalekan Akinyanmi v Lekoil Ltd [2022]

This case shows the Cayman Islands Grand Court applying the rules of natural justice to require an applicant for ex parte relief to share with the other party all documents shown to the judge. It is also a useful illustration of the court evaluating the balance of convenience and refusing an injunction to restrain a party from implementing a challenged contract for the allotment of shares, which would have the effect of diluting existing shareholdings.

Read the full judgment

Al Jaber and others v Mitchell and others [2021]

A keenly awaited Court of Appeal decision which considers the application of the doctrine of immunity from suit to statements given by a former director during an examination under section 236 Insolvency Act 1986.

Read the full judgment

Re Jabac Finance Ltd [2021]

Combined proceedings for breach of statutory duty, breach of fiduciary duty and unfair prejudice under section 994 of the Companies Act 2006.

 

Transomas Ltd (2) Transomas Investment Limited v (1) Kheri Trading (2) Tarnjit Singh [2021]

This case concerns a family dispute, and alleged efforts made by one son of a patriarch to remove value from the family business to prejudice of, in particular, his sister.

Floreat Investment Management Limited v Benjamin Churchill and others [2021]

A high stakes fraudulent breach of fiduciary duty claim which is analytically challenging due to the complex corporate structures involved, the interplay with contractual arrangements and the impact of this on the corporate governance and the obligations of the key parties to the various companies.

Oberman v Collins [2021]

This case involved an unfair prejudice petition relating to the ownership of a company forming an £8m property portfolio. It has potentially significant ramifications for unmarried couples who jointly conduct a business together.

Re Force India (Formula 1) [2019]

A consortium led by Canadian billionaire Lawrence Stroll, father of F1 racing driver Lance Stroll, acquired the business and assets of the Force India racing team. The transaction was exceptionally complex, and ground breaking in that asset purchases were historically prohibited by the FIA.

New Look Retailers Limited [2019]

Advising the guarantor of rent due on leases taken out by New Look after the New Look CVA (Company Voluntary Arrangement).

Sky Stream Corp v Alexander Pleshakov [2018]

Dispute over ownership of 20 per cent of the shareholding of Transaero Airlines (one of Russia’s largest airlines). Acting for the claimant in both the BVI Commercial Court and the Court of Appeal.

Read the full judgment

Paylor v Bowers [2018]

Contested worldwide freezing order proceedings in the context of fraudulent breach of statutory and fiduciary duty and tracing claims against the struck-off directors of two companies involved in multi-million pound fraudulent “Ponzi” schemes straddling jurisdictions such as the UAE, Brazil and Panama.

Read the full judgment

DE Shaw Oculus Portfolios LLC v Orient Express Hotels Limited

In the High Court in Bermuda. Orient Express Hotels Limited successfully argued that it was lawful under the laws of Bermuda for a publicly-quoted company to be controlled by its own wholly owned subsidiary.

Read the full judgment

ABC Company (SPV) v J & Co

An application by an investor in a split portfolio company which had suspended redemptions of a minority of its portfolios to wind up the company.

Planck v Tinsel Group and Vitol Holdings

A shareholder dispute proceeding in Rotterdam concerning a significant stake in one of the world’s largest energy traders.

Apex Global Management Limited v FiCall Limited and Others

A multi-million pound shareholders’ dispute between the shareholders of FiCall.

Re ICP Strategies Cayman Islands

Acting for the liquidator landmark decision enabling foreign courts to rely on fraudulent trading provisions of the Cayman Companies Law.

Insights View all thought leadership

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    Recent Cases

    Court of Appeal judgment handed down in Derma Med Ltd v Ally

    Company law, Commercial disputes

    Thomas Grant KC
    Friday 23 February 2024

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    Recent Cases

    Lim and others v Ong

    Civil fraud and asset recovery, Commercial disputes, Company law

    James Bailey KC | James Goodwin
    Wednesday 21 February 2024

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    Recent Cases

    Judgment handed down in Transwaste Recycling and Aggregates Ltd

    Company law, Commercial disputes

    Thomas Grant KC
    Monday 19 February 2024

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    News

    Leading junior James Man joins Wilberforce Chambers

    Wilberforce is delighted to announce that James Man has joined Chambers. James’s established reputation and experience in commercial and trusts disputes adds to the existing pool of talent in our core specialist areas and supports our litigation and arbitration practices... Read more

    Wednesday 31 January 2024

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Upcoming events View all events

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    External Conferences

    Chancery Bar Association Geneva Conference

    Thursday 18th April 2024
    Novotel Geneve Centre, Geneva

    Speakers:
    Thomas Robinson

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Past events View all past events

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    External Conferences

    LIDW23: Pulling the Strings: Parent company liability and the attack on corporate group structures

    Wednesday 17th May 2023 | 5pm - 6pm
    Online

    1.0 CPD

    Speakers:
    Bobby Friedman

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    Events / Webinars

    Wilberforce Insolvency Conference 2022

    Wednesday 13 July 2022 | 12.20pm - 6pm, followed by drinks
    Convene (and online via Zoom), 22 Bishopsgate, London EC2N 4BQ

    £120 + VAT | 4.0 CPD

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    Events / Webinars

    WATCH: The Corporate Insolvency and Governance Act 2020 – Overview and discussion

    Monday 3 August 2020 | 11am - 12pm
    Online, Zoom webinar

    1.0 CPD

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