Mr Holland directed 42 composite companies through a corporate director structure. When the companies became insolvent owing corporation tax, HMRC sought to hold him personally liable as a de facto director. The Supreme Court held that acting solely as director of a corporate director did not make him a de...
Directors of Regal used their position to acquire shares in a subsidiary company, Amalgamated, which they subsequently sold at profit. The House of Lords held that directors in a fiduciary position must account for profits made by reason of that position, regardless of good faith or whether the company suffered...
A dispute over costs following litigation concerning recovery of a 'disturbance payment'. Both parties appealed the judge's costs order. The Court of Appeal dismissed both appeals, finding the judge properly exercised his discretion considering the chronology of offers, conduct of parties, and Part 36 offer implications. Facts The Claimant (Thinc...
An administrator of a company in insolvency was charged under TULRCA for failing to notify the Secretary of State of redundancies. The Supreme Court held that an administrator is not an 'officer' of the company within section 194(3), applying a constitutional rather than functional test to the meaning of 'officer'....
Hunter and Smith operated a ticket touting business using bots and false identities to bulk-purchase tickets in breach of vendors' terms, then resold them at inflated prices on secondary websites without warning consumers of cancellation risks. Their convictions for fraudulent trading under s.993 Companies Act 2006 were upheld, establishing that...
P&ID sought costs to be awarded in naira following Nigeria's successful challenge to fraudulent arbitration awards worth over $11 billion. The Supreme Court held that costs should be awarded in sterling, being the currency in which Nigeria's solicitors billed and were paid, rejecting the argument that costs should reflect the...
A geotechnical company was convicted of corporate manslaughter after an employee died when an unsupported 3.5 metre trial pit collapsed on him. This was the first conviction under the Corporate Manslaughter and Corporate Homicide Act 2007, establishing that small companies with a sole controlling director can be liable for gross...
The Secretary of State sought disqualification of Mr Bairstow, former chairman of Queens Moat Houses plc, for approving grossly misleading financial statements overstating profits by tens of millions of pounds. Despite no dishonesty being alleged, the court found gross negligence in failing to supervise delegated accounting functions and disqualified him...
Primeo Fund, a Cayman Islands investment fund, suffered losses through the Madoff Ponzi scheme. The Privy Council considered whether the reflective loss rule barred Primeo's claims against its administrator and custodian. The Board held the rule did not apply as Primeo's losses arose before it became a shareholder in Herald...
A double derivative action brought by John Snr's sons against their uncle Ronald, alleging he fraudulently transferred Casterbridge's assets to himself or his family's trust, depriving them of their 30% entitlement. The court dismissed all claims, finding no fraud, breach of fiduciary duty, or de facto directorship established. Facts This...
Mr Shepherd, a 50% shareholder in a quasi-partnership company, was wrongfully excluded from management by co-director Mr Williamson following a protected disclosure about bid-rigging. The court found unfair prejudice under s.994 Companies Act 2006 and ordered Mr Williamson to purchase Mr Shepherd's shares at their value on the date of...
A wife sought ancillary relief following divorce, claiming properties legally owned by companies controlled by her husband. The Supreme Court held that while the corporate veil could not be pierced under general law or the Matrimonial Causes Act 1973, the properties were held on resulting trust for the husband and...
Nectrus sought to reopen a refusal of permission to appeal under CPR 52.30, arguing the rule against reflective loss should bar UCP's claim as an ex-shareholder. The Court of Appeal dismissed the application, holding the Supreme Court in Marex had limited the rule to current shareholders only, and Nectrus had...
Mr O'Neill, a minority shareholder in a quasi-partnership company, petitioned under section 459 Companies Act 1985 claiming unfair prejudice when profit-sharing arrangements were terminated and promised shares not allocated. The House of Lords held no unfairness existed as no binding promises had been made, establishing key principles on legitimate expectations...
Nigerian communities sued Royal Dutch Shell (RDS) and its subsidiary SPDC for oil spill pollution. The Supreme Court held that the claimants had an arguable case that RDS owed them a duty of care due to its control over SPDC's operations, allowing the case to proceed to trial on jurisdiction...
Shareholders in a cryptocurrency wallet company disputed whether unfair prejudice petition claims seeking relief for the company (compensation and constructive trust declarations) could proceed without derivative claim permission. The Court of Appeal held such claims are not barred by s.260 Companies Act 2006 and need not satisfy derivative claim requirements...
The first compensation order case under sections 15A and 15B of the Company Directors Disqualification Act 1986. Mr Eagling, sole director of Noble Vintners Ltd, misappropriated £559,484 to his own company. He was disqualified for 15 years and ordered to pay compensation to creditors who suffered direct losses from his...
A liquidator claimed that set-off arrangements between companies constituted unlawful financial assistance under s151 Companies Act 1985 for acquiring shares. The Court of Appeal held no financial assistance was given as the purchaser, being an assignee of secured loans, was merely enforcing its existing security rights rather than receiving assistance...
Directors of an insolvent groundworks company sought an administration order to facilitate a pre-packaged sale to a connected party. The court refused to make an immediate order due to wholly inadequate marketing (only 48 hours) and insufficient compliance with SIP 16 requirements, adjourning for further evidence. Facts Moss Groundworks Limited...
The liquidators of BCCI sought contribution from Bank of India under section 213 Insolvency Act 1986 for fraudulent trading. The central issue was whether Mr Samant's blind-eye knowledge of BCCI's fraud could be attributed to Bank of India. The Court of Appeal upheld the finding that Bank of India was...
Executive directors Ronald and Emma Sinclair were dismissed by non-executive directors for alleged unacceptable conduct. They sought interim injunctions to restore them to employment and directorships, and permission to continue a derivative claim. The court refused both the injunctive relief and permission to continue the derivative action, but allowed joinder...
Mr Hale, a 42% shareholder in Metropolis Motorcycles Limited, petitioned under section 459 Companies Act 1985 alleging unfair prejudice through exclusion from management and profits after the partnership business was incorporated. The court dismissed the petition, finding Mr Hale had agreed to withdraw from active participation and the changed financial...
Employees of Meridian used company funds to acquire shares in a New Zealand company without board knowledge, triggering disclosure requirements. The Privy Council held that the employees' knowledge was attributable to the company. This case established that rules of attribution must be tailored to the particular statutory purpose. Facts In...
MSIL's liquidators sued former directors and Mrs Kohn over payments made by the London subsidiary of Bernard Madoff's business. The court dismissed all claims, finding directors acted honestly and reasonably, payments were funded by BLMIS making them cash neutral, and Mrs Kohn was not dishonest in receiving payments for legitimate...
Lexi Holdings, a bridging finance company, had £59.6 million misappropriated by its managing director Shaid Luqman. The Court of Appeal held that his sisters Monuza and Zaurian, as directors, were liable for losses caused by their total inactivity, as they failed to inform fellow directors of Shaid's criminal convictions and...