Sebastian Allen

Company law

Sebastian has extensive experience of company litigation and has worked on a number of high-profile disputes involving both offshore and onshore company and partnership law issues.

He is regularly instructed on cases involving complex corporate structures and has particular experience with shareholder disputes, unfair prejudice claims, claims against directors for breaches of fiduciary duties, issues surrounding capital structures and financing, as well having a detailed understanding of corporate accounting and corporate insolvency issues.

Sebastian is a robust advocate who is consistently praised by the legal directories for being “technically gifted” and “incredibly bright and client focused”.

Notable cases include:

• FRC v Saffrey Champness LLP: acting for the FRC on various corporate auditing issues arising out of the collapse of Greensill Capital UK – a business founded by Lex Greensill that provided supply chain financing and related financial services.
• GFG Alliance: acting in relation to various corporate and auditing issues in connection with the GFG Alliance, the family operations of metals tycoon Sanjeev Gupta, and the way in which the business activities were financed, including by a bank owned by the GFG Alliance.
• Advising on a high-profile minority shareholder dispute over the ownership of a wellbeing app and the role of the shareholder in the conduct of the business.
• E. Shaw -v- Orient Express Hotels Ltd: acting for a high-profile Bermudian company listed on the New York Stock Exchange in multimillion-pound litigation brought by the claimant hedge funds concerning the legality of its share ownership structure. Successful in defending the claimant’s petition and striking out various allegations made against the directors of the company for breaches of fiduciary duties and unfair prejudice.
• Star Poland Limited (in liquidation) v Mr Felice and others: acting for the former directors of a Gibraltarian trust company brought by its liquidators in relation to various alleged breaches of duty.
• Madoff litigation: acting on several pieces of litigation arising out of the massive international fraud perpetrated by Bernard Madoff through the largest ever Ponzi scheme in which investors lost almost $65bn. This has included acting on behalf of investment fund managers in a claim brought against them by individual investors for having invested and lost the entirety of the sums in fund in Madoff’s Ponzi scheme and on behalf of the private individual, Mrs Sonja Kohn, in defending claims worth US $19bn that have been brought by the trustee in the US liquidation of Bernard L. Madoff Investment Securities LLC.
• Chapman -v- Vigar: acting for the director and majority shareholder of a private company in relation to successful proceedings concerning the ownership of certain shares in the company which had been settled on a workers’ trust that had failed.
• Langstone Leisure Limited -v- Willers: acting for a company on its claims against its former managing director based on negligence and breaches of fiduciary duty in relation to the costs incurred by the company in funding litigation brought by the liquidator of a debtor company.
• Re Foxcrest Ltd: advising the directors of the company on the appropriate procedure for an application for the reduction of share capital and successfully obtaining an order from the Companies Court.
• Re IPEC Limited: advising on the form and contents of an application to rectify the register of members of a company at Companies House.
• Re Nortel Networks UK Pension Fund: advising the trustee of the Nortel Networks UK Pension Scheme in regulatory proceedings that involved substantial issues of company valuation where a single company in an interdependent group fails to be valued.
• Advising members of a corporate residents’ association on a potential derivative action based on the legal validity of actions taken by the company and by certain members of the company including the requisitioning of an Extraordinary General Meeting of the shareholders, the replacement of the directors and the approval by the company of a deed granting rights of way to the members of the company.
• Advising on a number of company law and partnership issues arising in the context of a large international farming partnership This case involved not only a number of complex legal issues but also the sensitive handling of what was a particularly acrimonious partnership dissolution.
• Advising on and successfully obtaining numerous winding-up petitions on behalf of creditors of companies.

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Pensions

Sebastian is constantly rated as a top junior in pensions matters and has extensive experience in pensions litigation, both as advisor and advocate.

He is frequently instructed to act in many of the largest and most high-profile pensions cases including for some of the largest UK pension schemes and FTSE 100 companies.

Sebastian has extensive experience and expertise in the regulatory aspects of pensions law, acting for many years on a number of important regulatory matters, both for and against the Pensions Regulator and the Pension Protection Fund. Sebastian is known as being a particularly robust advocate who has appeared regularly before the Determinations Panel, the Upper Tribunal, the High Court and the Court of Appeal.

Sebastian also has extensive recent experience in advising on a number of issues relating to the Local Government Pensions Scheme and other public sector schemes, including in relation to the way in which those schemes are funded.

Sebastian is described by Chambers & Partners as a “rising star” who is “a genuinely gifted technical lawyer – scarily clever, and completely on top of his brief” and who is “full of ideas and ready to take an innovative approach to pensions matters”.

Recent topics of interest on which Sebastian has been asked to advise include the impact of Virgin Media, LDI and investment issues, rectification, RPI/CPI and pension increases issues, pensions fraud and liberation, insolvency and the winding-up of pension schemes.

Notable cases and published regulatory matters include:

• Merchant Navy Ratings Pension Fund Trustees v Stena Line Ltd: acting for Stena Line on a ground-breaking compromise of various pensions issues, including issues surrounding the calculation of ill-health early retirement.
• Arriva Rail East Midland Ltd v Secretary of State for Transport: acting for Arriva Rail East Midland Limited in relation to various issues relating to the Railways Pension Scheme and the public procurement of the railway franchise.
• Re Dosco Overseas Engineering Limited (1973) Pension and Assurance Scheme: acting for the Pensions Regulator in successfully bringing ground-breaking moral hazard proceedings before the Determinations Panel against a foreign entity.
• The well-known litigation in British Airways plc v Airways Pension Scheme Trustee (CA) where he acted successfully for British Airways in a large and high-profile dispute concerning the application of the improper purposes doctrine to the exercise of amendment powers.
• Safeway v Newton (First Instance, CA and CJEU): successfully acting for Safeway in the largest ever equalisation case which overturned the long-standing authority of Warren J in Harland v Wolff.
• Oasis Community Learning v London Borough of Croydon: acting for the London Borough of Croydon in proceedings concerning the proper approach to the calculation of funding contributions in the Local Government Pension Scheme by an administering authority where an academy takes over a local government run school.
• Airways Pension Scheme Trustees v Fielder: acting for British Airways in Beddoe proceedings brought by the Trustee of the Airways Pension Scheme.
• Advising the Pensions Regulator on a number of high-profile s.231 cases.
• The Silentnight Pension Scheme: acting on the high-profile claim brought by the Pensions Regulator for a Contribution Notice against various private equity owned corporate entities.
• BHS: acting for Sir Philip Green in relation to the claims brought by the Pensions Regulator for a Financial Support Direction and a Contribution Notice in relation to BHS.
• Entrust Pension Limited and James Cropper Plc v (i) Womble Bond Dickinson LLP (2) Dickinson Dees (a partnership) and (3) Aviva Life and Pensions UK Limited: successfully acting for Entrust Pension Limited on a strike out application surrounding claims for professional negligence in an equalisation context.
• R (on the application of Grace Bay II Holdings SARL and others) v The Pensions Regulator: acting for private equity entities who were the targets of a long-standing regulatory investigation in bringing judicial review proceedings against the Pensions Regulator.
• Tata Steel: acting for the Pensions Regulator on various issues arising out of the collapse of Tata Steel.
• Acting for scheme administrators, trustees and individuals on numerous claims for overpaid or underpaid pensions.
• Prohibition proceedings against Mr Johnson, Ms Turner and Mr Stowers: acting for the targets of prohibition proceedings brought by the Pensions Regulator in which a successful settlement was reached.
• Wolverhampton City Council v Mitie Property Services (UK) Ltd: acting on behalf of the Defendant in proceedings brought for alleged unpaid pension contributions of a Government contractor to the Local Government Pension Scheme.
• Nortel Networks UK Pension Plan: acting for the trustees of the Nortel Networks UK Pension Plan in relation to the largest ever financial support direction case brought by the Pensions Regulator under the Pensions Act 2004, involving a multibillion-pound buy-out deficit. This has also involved advising the trustee on the interaction of its claim to a financial support direction as a result of the successful UK regulatory proceedings with the insolvency proceedings in various jurisdictions, including in the UK, the US and Canada.
• Re the Derfshaw Limited Retirement Benefits Scheme: acting for the Pensions Regulator in an oral hearing before the Determinations Panel and before the Upper Tribunal in relation to an application by the trustee for the winding-up of the scheme under S 11(1)(c) of the Pensions Act 1995.

Sebastian also frequently advises the Pensions Regulator and potential targets of regulatory proceedings on confidential regulatory issues such as the issuing of Contribution Notices and Financial Support Directions, proceedings under s.231 of the Pensions Act 2004, prohibition proceedings, the validity of s.72 requests, the appointment of independent trustees, the publication of s.89 reports and the issuing of improvement notices, as well as on the criminal sanctions introduced by the Pensions Schemes Act 2021.

Sebastian has also successfully defended a Scheme Actuary in disciplinary proceedings brought by the Institute and Faculty of Actuaries.

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Insolvency

Sebastian is a leading commercial chancery junior specialising in insolvency law.

The breadth of Sebastian’s commercial and chancery practice means that he frequently advises where insolvency law issues interact with other legal areas such as trust law, commercial law, financial services and pensions law.

Notable cases include:

• Advising on the issues surrounding potential special administrations in the water industry.
• Greensill Capital UK Ltd: acting in relation to various issues arising out of the collapse of Greensill Capital UK – a business founded by Lex Greensill that provided supply chain financing and related financial services.
• In re MF Global: acting for a creditor in the MF Global administration, which was the first special administration.
• Star Poland Limited (in liquidation) v Mr Felice and others: acting for the former directors of a Gibraltarian trust company brought by its liquidators in relation to various alleged breaches of duty.
• Advising the FCA on the status of funds held in a client account on an insolvency.
• BHS: acting for Sir Philip Green in relation to various aspects of the claims brought by the Pensions Regulator for a Financial Support Direction and a Contribution Notice in relation to the sale of BHS before it went into administration.
• Silentnight: acting for the respondents to regulatory proceedings relating to the sale of the Silentnight business out of a pre-pack administration at what was alleged to be an undervalue.
• Re Nortel Networks UK Pension Fund: acting for the trustee of the Nortel Networks UK Pension Plan in relation to the largest ever financial support direction case brought by the Pensions Regulator under the Pensions Act 2004, involving a multibillion-pound buyout deficit. This has also involved advising the trustee on the interaction of its claim to a financial support direction as a result of the successful UK regulatory proceedings with the insolvency proceedings in various jurisdictions, including in the UK, the USA and Canada. In the UK, this resulted in the joint application by the UK administrators of Nortel and Lehman Brothers as to the provability of liabilities under a financial support direction in Bloom v The Pensions Regulator [2010] EWHC 3010 (Ch).
• Advising in relation to questions of priority and entitlement upon the winding up of companies and pension schemes, both under statute and at common law where issues of security are involved.
• Advising as to the liability of directors upon winding up, both under statute (including fraudulent and wrongful trading) and common law.
• Advising in relation to validation orders under S 127 of the Insolvency Act 1986.
• Successfully obtaining and defending numerous winding up petitions in the Companies Court.
• Successfully obtaining and defending bankruptcy.

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Professional liability

Sebastian is regularly instructed on a wide range of professional liability cases across the commercial and chancery law spectrum.

He has extensive experience acting for and against professional advisers in a wide variety of contexts, including company directors, financial advisers, insurance brokers, investment advisers, executors, accountants, actuaries, trustees and legal advisers.

Sebastian has had particular experience in actions involving allegations of fraud and the wider consequences of fraudulent conduct, often in the context of insolvency proceedings.

Sebastian also has experience in regulatory and professional disciplinary proceedings against trustees, auditors and actuaries.

Sebastian is a known for being a paritcularly robust advocate and is described by Chambers and Partners as being a “rising star” who is “great to work with”, combining “phenomenal intellect with keen commercial awareness and a genuine enthusiasm for getting the best result for the client.”

Notable cases include:

• X v Online Gambling Business and others: acting for claimants on a failed multi-million pound acquisition of an online gambling business involving allegations of fraud, breaches of confidentiality and fiduciary duty by solicitors and unlawful means conspiracy.
• FRC v Saffrey Champness LLP: acting for the FRC against the auditors of Greensill Capital UK – a business founded by Lex Greensill that provided supply chain financing and related financial services.
• GFG Alliance: acting in relation to various issues against the auditors of one of the entities in the GFG Alliance, the family operations of metals tycoon Sanjeev Gupta.
• Entrust Pension Limited and James Cropper Plc v (i) Womble Bond Dickinson LLP (2) Dickinson Dees (a partnership) and (3) Aviva Life and Pensions UK Limited: successfully acting for Entrust Pension Limited on strike out application surrounding claims for professional negligence in an equalisation context.
• Symrise AG v Baker & McKenzie: acting for Baker & McKenzie in relation to allegations of professional negligence arising in the context of a multi-jurisdictional structuring of a billion-pound merger and acquisition.
• Star Poland Limited (in liquidation) v Mr Felice and others: acting for the former directors of a Gibraltarian trust company brought by its liquidators in relation to various alleged breaches of duty.
• Radley Yeldar v HGT: acting for the Claimants in relation to allegations of professional negligence brought against their independent financial adviser.
• Disciplinary proceedings brought by the Institute and Faculty of Actuaries: acting for the respondent actuary in disciplinary proceedings brought by the IFoA.
• British Airways plc v Airways Pension Scheme Trustee (CA): acting for British Airways in relation to proceedings that involved various allegations of breaches of fiduciary duty against trustees, including allegations that the trustees were predetermined in their decision-making, acted for an improper purpose and took into account irrelevant considerations and failed to take into account relevant considerations.
• Madoff Securities International Ltd v Raven: acting on several pieces of litigation arising out of the massive international fraud perpetrated by Bernard Madoff through the largest ever Ponzi scheme in which investors lost almost $65bn. This has included acting on behalf of investment fund managers in a claim brought against them by individual investors for having invested and lost the entirety of the sums in fund in Madoff’s Ponzi scheme and on behalf of the private individual, Mrs Sonja Kohn, in defending claims worth US$19bn that were brought by the trustee in the US liquidation of Bernard L. Madoff Investment Securities LLC.
• Prohibition proceedings against Mr Johnson, Ms Turner and Mr Stowers: acting for the targets of prohibition proceedings brought by the Pensions Regulator in which a successful settlement was reached.
• Charterhouse v Michael Sherry: acting for the Defendant in relation to allegations of professional negligence against a tax barrister.
• Federated Flexiplan No.1 Pension Scheme v Capita: acting for the Claimant in relation to allegations of professional negligence against an administrator of a pension scheme.
• Generics (UK) Ltd v Yeda Research and Development Co Ltd: acting for the Claimant in proceedings to restrain former internal legal advisers with access to confidential information from acting for the other party to litigation.
• Maxfield -v- (i) HLB Kidsons and (ii) Baker Tilly: acting for an individual pursuing a multimillion-pound negligence claim against accountants/tax advisers in relation to deficient tax advice and a failure to disclose “secret commission”.

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Trusts, probate and estates: contentious

Sebastian is a leading commercial chancery junior specialising in all aspects of trusts and private client work.

Sebastian has acted for a number of very high-profile private clients on a variety of contentious trusts and probate related issues, including in the context of divorce disputes, fraudulent conduct, rectification and claims with an asset tracing element.

Sebastian is also frequently instructed on trust-related issues that arise in commercial contexts, in particular commercial disputes involving allegations of breaches of duty, cases involving collective investment vehicles and in corporate transactions.

Sebastian is consistently praised by the legal directories for being “Incredibly bright and client focused”, as well as being “technically gifted and wonderfully easy to work with.”

Notable cases (most of which are confidential) include the following:

• Acting for trustees against Leading Counsel in proceedings brought under the Variation of Trusts Act 1958 for the variation of high-profile family settlements.
• Acting for a high-profile individual in relation to multi-jurisdictional estate planning.
• Star Poland Limited (in liquidation) v Mr Felice and others: acting for the former directors of a Gibraltarian trust company brought by its liquidators in relation to various alleged breaches of duty.
• Airways Pension Scheme Trustees v Fielder: acting for British Airways in Beddoe proceedings brought by the Trustee of the Airways Pension Scheme.
• Confederation of Shipbuilding and Engineering Unions – Re 35 Hour Week Support Fund: acting for the trustees of a charitable fund that had be established to support a campaign in the shipping and engineering sector for a 35 hour week where the campaign had ceased but the funds had not be fully exhausted and there were no winding-up provisions in the trust deed.
• Radley Yeldar v HGT: acting for the Claimants in proceedings which concern the private pensions and tax positions of the Claimants.
• Lord Lloyd-Webber and the Andrew Lloyd Webber Art Foundation v HMRC: representing HMRC on a case that concerned the tax positions of the claimants in the context of their entitlement to Gift Aid Relief which involved issues of the valuation of licences for works of art of substantial value.
• Advising on the tax consequences of a pension scheme making unauthorised payments.
• Acting in respect of a high-profile estate and advising in relation to a claim for rectification of a will under s.20 of the Administration of Justice Act 1982.
• Advising on international aspects of estates, including where property bequeathed under a will is located outside the jurisdiction and where there are competing wills in different jurisdictions.
• Acting and advising in respect of cases under the Inheritance (Provision for Family and Dependants) Act 1975.
• Advising in respect of the beneficial ownership of shares in a company listed on the London Stock Exchange belonging to a Belgium national who died intestate where all the relevant documents were in French.
• Advising in relation to the construction of wills, the validity of wills, the potential claims against the administrators of an estate and the appropriate steps to take in the administration of estates.
• Advising a beneficiary under a will in relation to the ability to require the administrators of an estate to make a distribution under the terms of the will and in relation to any potential claims against the administrators for incurring unnecessary capital gains tax for the estate.
• Advising in relation to solicitors’ conflicts of interest in acting for more than one beneficiary under a will.

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