Jessica Brooke

Insolvency

Jessica is frequently instructed in corporate insolvency matters, both domestic and international. Her experience includes TUV claims, preferences, unlawful dividends, fraudulent and wrongful trading, disputed debts, validation orders, s.236 applications, Berkeley Applegate applications, administration applications, office-holder remuneration applications and urgent injunctions to restrain petitions and to rescind winding up orders. She is currently instructed in a number of misfeasance applications against company directors, acting for both liquidators and respondents, and she regularly deals with cases involving allegations of fraud or dishonesty.

She is also regularly instructed to undertake personal insolvency work. Her experience extends to matters involving COMI disputes, applications for the annulment of bankruptcy orders, validation orders, s.366 applications, applications to suspend discharge from bankruptcy, income payment orders, applications to set aside statutory demands, insolvency administration orders in respect of the estates of deceased insolvents and applications for possession and sale where issues regarding beneficial ownership or the equity of exoneration arise.

Recent experience includes:

• Acting with Marcia Shekerdemian KC in a c.£6million dispute involving BVI and Isle of Man entities, asset tracing and allegations of fraud, breach of trust, unlawful means conspiracy, dishonest assistance and knowing receipt.
• Successfully represented a liquidator in a 3-day misfeasance trial against a de facto director involving complex accounting issues. Sole counsel.
• Successfully represented a liquidator in a 3-day misfeasance trial involving difficult witness handling. Sole counsel.
• Acting with Nikki Singla KC for the respondent in a £13million insolvency dispute involving allegations of breach of fiduciary duties and negligence.
• IT Protect Ltd [2020] EWHC 2473: Successfully represented a liquidator in a two-day misfeasance trial against a director who had taken no active involvement in the running of the company. Sole counsel.
• Acting with Daniel Lewis for creditors in an £18million claim and successful applications to appoint a provisional liquidator over a partnership and obtain freezing injunctions against its partners.
• Advising a US creditor in respect of a £2.7million fraud claim against an English bankrupt involving jurisdictional issues and conflicts of laws. Sole counsel.
• Successfully represented a liquidator in a high value 2-day wrongful trading trial. Sole counsel.
• Regularly acting for creditors and debtor companies in applications to restrain the presentation or advertisement of winding up petitions.
• Acting as sole counsel in a high value 5-day unfair prejudice trial involving complex share valuation issues regarding the back-dated value of a company which was insolvent at trial, issues which were decided in favour of her clients.
• Acting for company directors in respect of multimillion-pound misfeasance claims alleging the misappropriation of company assets and challenging reductions in intercompany debt and directors’ loan accounts, which settled before trial. Sole counsel.
• Successfully acting for a liquidator in a misfeasance trial challenging a purported reduction in share capital and seeking contributions in respect of unpaid shares. Sole counsel.
• Acting for a liquidator in an ongoing high-value civil fraud case involving unlawful means conspiracy, dishonest assistance, knowing receipt, deceit, unjust enrichment and the tracing of assets, including numerous s.236 applications. Sole counsel.
• Advising a liquidator in a high-profile insolvency in respect of a multimillion-pound claim against a related company in liquidation seeking payment for services rendered ranking as a liquidation expense. Sole counsel.
• Representing a respondent director in a high value misfeasance claim alleging the payment of unlawful dividends, preferences and transactions at an undervalue. The case settled before trial. Sole counsel.
• Acting as sole counsel in a hard-fought dispute regarding the COMI of a debtor, involving complex trust-structures, which settled before trial.
• Advising a failed bidder in the sale of the business and assets of a high-profile sports team in administration where the sale process had been unfair. Sole counsel.
• Advising a liquidator in respect of claims against a third-party recipient of company funds fraudulently misappropriated by the company director. The case involves knowing receipt, attribution of knowledge, want of authority, unjust enrichment and the tracing of assets. Sole counsel.
• Advising administrators as to whether substantial adverse costs orders obtained against the company in litigation adopted by the administrators were accorded super-priority in the administration, or ranked as an administration expense. Sole counsel.
• Acting for a creditor in an urgent application for an interim receiver where there was an imminent risk of dissipation of the debtor’s assets. The matter was resolved before the final hearing. Sole counsel.
• Acting for a liquidator in a claim challenging substantial fees paid to a major consultancy firm on the basis that the payments did not fall within the terms of a validation order. The case settled before trial. Sole counsel.
• Advising a trustee in bankruptcy in relation to a charge executed by the bankrupt against his property where the charge was registered contrary to the terms of bankruptcy restrictions entered against the property’s title. Sole counsel.
• Lambert v Forest of Dean DC [2020] EWHC 2854: Defeated an appeal on the basis that the appellant had failed to remedy his lack of standing as a bankrupt to bring the appeal. She obtained an Extended Civil Restraint Order against the appellant. Sole counsel.
• Lambert v Forest of Dean DC [2019] EWHC 1763: Successfully defended an application to annul a bankruptcy order alleging defective service of the statutory demand and bankruptcy petition. The application was dismissed on the grounds that it was an abuse of process. Sole counsel.
• Advising a liquidator in a claim against a major bank challenging very substantial charges levied under an invoice discounting agreement. Sole counsel.
• Acting for the liquidators of a construction company pursuing a sub-contractor in a claim worth over £1.5million for defective works which led to the partial collapse of a building. Sole counsel.
• Advising a liquidator in a claim seeking to challenge dividends based upon interim accounts which were alleged to be inaccurate. Sole counsel.
• Advising administrators as to the recovery of their remuneration and administration expenses from fixed charge assets by way of a Berkeley Applegate-type order. Sole counsel.
• Representing a liquidator in a claim challenging payments made by the company to related companies purportedly for services rendered, which settled before trial. Sole counsel.
• Advising a liquidator as to whether a charge granted to a secured creditor over various asset classes was fixed or floating, whether the creditor could rely upon the doctrine of subrogation, and whether the creditor’s claim was defeated by set-off. Sole counsel.
• Advising administrators in respect of their liability for selling assets subject to chattel mortgages. Sole counsel.

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Company law

Jessica is experienced in advising and appearing in a wide range of company matters, including unfair prejudice petitions, shareholder disputes, breach of directors’ duties, unlawful distributions, director disqualification proceedings, applications to restore companies to the register, applications to amend a company’s register of members and applications to extend time for the registration of company charges.

Jessica is also regularly instructed to act in high-value partnership disputes. Her experience includes disputes as to the extent of partnership shares, the beneficial ownership of assets, dissolution, the division of profits, breach of duties, the construction of partnership agreements and duties of disclosure.

Recent experience includes:

• Instructed as sole counsel acting for a defendant in a multimillion-pound 43-day trial involving an unfair prejudice petition and separate claims alleging serious fraud and breach of directors’ duties. Settled shortly before trial.
• Acting as sole counsel in a 5-day unfair prejudice high-value claim involving complex share valuation issues which were decided in favour of her clients.
• Acting for the claimants/petitioners as sole counsel in joint venture and unfair prejudice claims listed for a 6-day trial in 2023.
• Successfully acting for a liquidator in a misfeasance trial challenging a purported reduction in share capital and seeking contributions in respect of unpaid shares. Sole counsel.
• Acting for the respondents in an on-going unfair prejudice petition alleging serious breaches of fiduciary duty and the siphoning of business opportunities to a competitor. Sole counsel.
• Acting as sole counsel for a defendant against leading counsel in a claim regarding a joint venture and anticipated share transfers in a Sri Lankan company, which settled before trial. The proceedings included an urgent interim injunction application which was resolved following an adjournment.
• Acting as sole counsel in a £10million partnership claim, which settled shortly before trial.
• Successfully acting for a former partner of an investment management LLP in opposing a summary judgment application relating to a claim seeking to claw back distributions. Sole counsel.
• Acting as junior counsel in a £9million partnership and trust dispute, which settled before trial.
• Advising a solicitors’ LLP in respect of a claim against a new member who had failed to provide full disclosure as to the risk of potential claims against him. Sole counsel.
• Advising in a partnership dispute involving allegations of long-term fraud and concealment and raising issues as to whether the partnership had been dissolved.
• Advising a society registered under the Co-operative and Community Benefit Societies Act 2014 in respect of actions taken by its executive committee at times when it was inquorate.

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