Sebastian Allen

Company law

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

He 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 and claims against directors for breaches of fiduciary duties. The breadth of Sebastian’s commercial and chancery practice means that he also frequently advises where company law issues interact with other legal areas such as trust law, commercial law, financial services and pensions law.

Notable cases include:

• advising on high-profile minority shareholder dispute;
• 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;
• 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;
• 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 ongoing 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 a leading commercial chancery junior specialising in all aspects of pensions.

He has a wide range of pensions experience, as both advisor and advocate, and is frequently instructed to act in many of the largest and most high-profile pensions cases (often involving highly technical or complicated actuarial issues) 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. He has appeared before the Determinations Panel, the Upper Tribunal, the High Court and the Court of Appeal.

The legal directories rank Sebastian as a leading junior in pensions.

Notable cases and published regulatory matters include:

• British Airways plc v Airways Pension Scheme Trustee (CA): acting 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 (CA and CJEU): acting for Safeway in the largest ever equalisation case which overturned the long-standing authority of Warren J in Harland v Wolff;
• Airways Pension Scheme Trustees v Fielder: acting for British Airways in Beddoe proceedings brought by the Trustee of the Airways Pension Scheme;
• 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;
• 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;
• Southern Water: acting for the Pensions Regulator on a funding case brought under s.231 of the Pensions Act 2004;
• Tata Steel: acting for the Pensions Regulator on various issues arising out of the collapse of Tata Steel;
• 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 in 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.

Other pension issues on which Sebastian is frequently asked to act or advise include:

• pensions restructuring and other corporate pension issues, including moral hazard concerns;
• the construction of scheme documents and the exercise of trust powers, including the scheme amendment power;
• rectification claims;
• the application of pensions legislation;
• equalisation;
• estoppel;
• RPI and CPI issues;
• pensions fraud and liberation;
• insolvency and the winding-up of pension schemes;
• breaches of fiduciary duties and scheme investment rules;
• Pensions Ombudsman complaints and appeals;
• personal pension schemes; and
• taxation of pension schemes.

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.

Sebastian recently 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:

• 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;
• In re MF Global: acting for a creditor in the MF Global administration, which was the first special administration;
• 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 a leading commercial chancery junior specialising in professional liability litigation.

He 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 and actuaries.

Notable cases include:

• 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;
• Langstone Leisure Ltd v Willers: acting for a company against its former managing director in a claim based on breaches of fiduciary duty and negligence in relation to the costs incurred by the company in funding litigation brought by the liquidator of a debtor company;
• 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.

He has significant experience of trust-related matters both offshore and onshore and he regularly advises on both contentious and non-contentious matters.

Sebastian has acted for a number of very high-profile private clients on a variety of trusts and probate related issues.

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.

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 a high-profile family settlement;
• 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;
• placement with a firm of solicitors in order to assist with the complex administration of a particular high-value estate;
• 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.

Download Trusts, probate and estates: contentious CV