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

Re BHS Group Ltd [2024]

High street retailer BHS’s collapse was one of the highest-profile insolvencies of recent years, with outstanding debts of more than £1bn. The claims against the directors were for alleged wrongful trading, misfeasance, and breach of statutory and fiduciary duties. Mr Justice Leech’s 533-page judgment focused on 2nd respondent, Lennart Henningson, and 3rd respondent, former BHS general counsel Dominic Chandler.

Read the full judgment

Gordiy v Dorofejeva & another [2024]

The Claimant advanced fraud claims in deceit, the tort of causing loss by unlawful means and unlawful means conspiracy arising out of the failure of a share purchase agreement. The judgment addresses the Second Defendant’s challenge to jurisdiction on the basis that the claims did not satisfy the merits threshold that the Claimant had to show a real prospect of success on the claim. Having considered the contemporaneous documentation, the judge found that the Claimant had no real prospect of establishing the factual allegations that underlay her claims. Permission to serve out of the jurisdiction was therefore refused. The case shows that, in appropriate circumstances, a court will find that a claim has no real prospect of success even where allegations of fraud are made.

Read the full judgment

Navigator Equities Ltd & Vladimir Chernukhin v Oleg Deripaska [2024]

The claimants brought an application seeking to commit the defendant for breach of an undertaking he had given to the court. At a trial in March 2023 HHJ Pelling KC, sitting in the Commercial Court, dismissed the application. The Court of Appeal dismissed the claimants’ appeal, emphasising the need to focus on the breach as actually alleged in the application notice and the importance of procedural fairness when a defendant is facing a committal application.

Read the full judgment

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

  1. Placeholder

    Recent Cases

    Judgment handed down in Re BHS Group Ltd

    Insolvency, Company law

    Lexa Hilliard KC | Rachael Earle
    Tuesday 11 June 2024

    View more
  2. Placeholder

    Recent Cases

    Commercial Court judgment handed down in Gordiy v Dorofejeva & another

    Commercial disputes, Civil fraud and asset recovery, Company law

    Tim Matthewson
    Wednesday 29 May 2024

    View more
  3. Placeholder


    Substantial Disposals by Administrators in the First Eight Weeks: When is the purchaser a “connected person” and when is an evaluator independent?

    David Pollard has published a three part article on Substantial Disposals by Administrators in the First Eight Weeks: When is the purchaser a “connected person” and when is an evaluator independent? Published in the journal International Corporate Rescue, it discusses the... Read more

    By David Pollard
    Monday 29 April 2024

    View more
  4. Placeholder


    Wilberforce shortlisted for Chambers of the Year at The Lawyer Awards 2024

    We are delighted to announce that Wilberforce Chambers has been shortlisted at this year’s The Lawyer Awards for Chambers of the Year! Winners will be announced on Tuesday 18th June at London’s JW Marriott Grosvenor House Hotel. We are incredibly... Read more

    Friday 12 April 2024

    View more

View all thought leadership

Related Barristers