February 18, 2026
The Equitable Life Assurance Society adopted a differential bonus policy for policyholders with guaranteed annuity rates (GARs), reducing final bonuses for those exercising their GAR rights. The House of Lords held this practice breached an implied term that directors could not exercise discretion to undermine contractual guarantees. Facts The Equitable...
February 18, 2026
Enviroco sought protection under a charterparty's indemnity provisions as an 'Affiliate' of the charterer. The issue was whether Enviroco remained a 'subsidiary' of ASCO when ASCO's shares in Enviroco were pledged to a Scottish bank and registered in the bank's nominee's name. The Supreme Court held that under the statutory...
February 18, 2026
A company issued bonus shares on the mistaken assumption that all existing shares were paid up and without proper shareholder authorisation. The Court of Appeal held the bonus issue void for common mistake, finding that section 35A of the Companies Act 1985 did not apply as shareholders receiving bonus shares...
February 18, 2026
Directors of JKX Oil & Gas issued restriction notices under company articles to suspend voting rights of shareholders who allegedly failed to comply with disclosure notices. The Supreme Court held the restrictions were issued for an improper purpose – to influence AGM voting outcomes rather than to obtain information –...
February 18, 2026
PSV sought to recover debts from Mr Langdon personally under sections 216 and 217 Insolvency Act 1986. Langdon was a director of Discovery Yachts Limited which went into insolvent liquidation, and subsequently became involved in managing Discovery Yachts Group Limited. The court held that liabilities established against the company in...
February 18, 2026
Three companies in the DeepOcean group sought court sanction for a restructuring plan under Part 26A of the Companies Act 2006. One creditor class voted against the plan but the court exercised its cross-class cram down power under section 901G, sanctioning the plan as creditors would be no worse off...
February 18, 2026
Directors of VTL made £4.55m secret profit through fraudulent tax avoidance schemes, breaching their fiduciary duties. VTL's successor, Aquila, claimed proprietary rights to these funds under a constructive trust. The Supreme Court held that the directors' fraud could not be attributed to VTL, preserving Aquila's proprietary claim in priority to...
February 18, 2026
Criterion sought to invalidate a 'poison pill' agreement (SSA) signed by directors without proper authority. The House of Lords held the case turned on whether directors had actual or apparent authority to bind the company, not on 'knowing receipt' or unconscionability principles. The appeal was dismissed, requiring trial on authority...
February 18, 2026
Mr McKillen, a 36.2% shareholder in Coroin Limited, petitioned for relief under section 994 of the Companies Act 2006, claiming unfairly prejudicial conduct when pre-emption rights were allegedly circumvented as the Barclay interests acquired practical control over another shareholder’s stake through various arrangements without triggering the pre-emption provisions. Facts Patrick...
February 18, 2026
Mr Simonet, managing director of CMS Dolphin Ltd, resigned and diverted clients Argos, Reebok and DFB to his new venture with Mr Patterson. The court held he breached fiduciary duties by appropriating maturing business opportunities and was accountable for profits, even though profits were made through a corporate vehicle. Facts...
February 18, 2026
The Gross family petitioned under section 459 of the Companies Act 1985 alleging unfairly prejudicial conduct by the Rackind family. The key issue was whether conduct of a subsidiary’s affairs could constitute conduct of the holding company’s affairs. The Court of Appeal held that where directors of a holding company...
February 18, 2026
Citco challenged special resolutions amending a BVI company's articles to create class B shares with 50 votes each, converted from shares held by the chairman Mr Tobias, giving him control. The Privy Council upheld the amendments, finding shareholders could reasonably believe they benefited the company seeking new finance. Facts Pusser’s...
February 18, 2026
Mr Lau and Mr Chu were equal shareholders in OSL, a BVI quasi-partnership company. Following complete breakdown of trust and deadlock, Mr Lau sought winding up on just and equitable grounds. The Privy Council restored the winding-up order, holding the Court of Appeal wrongly interfered with the trial judge's findings....
February 18, 2026
SWP Group acquired shares in DRCH, with DRC (a subsidiary) paying fees to accountants D&T for due diligence work. SWP claimed these payments constituted unlawful financial assistance under s.151 Companies Act 1985. The Court of Appeal allowed the appeal, holding the payments were financial assistance 'for the purpose of' the...
February 18, 2026
Mr Arbuthnott, a minority shareholder in a private equity company, challenged the compulsory acquisition of his shares at £1,500 per share by majority shareholders via a special purpose vehicle. He claimed unfair prejudice under section 994 of the Companies Act 2006. The Court of Appeal dismissed his appeal, holding that...
February 18, 2026
Mr Chandler contracted asbestosis from exposure to asbestos dust while employed by Cape Products Ltd, a subsidiary of Cape plc. The subsidiary was dissolved and uninsured. The Court of Appeal upheld the finding that Cape plc owed a direct duty of care to its subsidiary's employees based on assumption of...
February 18, 2026
Minority shareholders petitioned under s.459 Companies Act alleging unfair prejudice when the company allowed a third party to invest in a subsidiary rather than the company. The court ordered disclosure of legal advice documents, holding that legal professional privilege does not protect documents created for company administration purposes in shareholder...
February 18, 2026
Dr Knight, a minority shareholder in family companies, sought access to share registers to contact fellow shareholders about historic allegations of director misconduct. The Court of Appeal upheld the Registrar's no-access order, finding his purpose improper as the stale allegations could not benefit shareholders. This case clarified the 'proper purpose'...
February 18, 2026
Mr Burnell invested £250,000 in Trans-Tag Ltd, expecting shares in return under an agreement with Mr Aird. When shares were not issued, he sought repayment. The company counterclaimed for breach of directors' duties after Mr Burnell acquired the company's licensor. The court allowed partial recovery for both parties. Facts Trans-Tag...
February 18, 2026
Mr Fox-Davies, operating a business tracing lost shareholders, requested a copy of Burberry's register of members to contact lost shareholders and charge commission for reconnecting them with their shares. The Court of Appeal upheld the refusal, finding the request failed to comply with statutory requirements and was not made for...
February 18, 2026
A liquidator brought claims against former directors for breach of fiduciary duty regarding a distribution in specie and grant of security. The court held that directors' liability for unlawful dividends is fault-based, not strict. The claims were dismissed as the distribution was lawful, interim accounts complied with statutory requirements, and...
February 18, 2026
BTI claimed directors of AWA breached their duty to creditors by paying a dividend to parent company Sequana, reducing assets available to meet contingent indemnity liabilities. The Court of Appeal upheld the section 423 claim against Sequana for defrauding creditors but dismissed the breach of duty claim, finding the creditors'...
February 18, 2026
The Privy Council determined whether a charge over uncollected book debts, where the company could freely collect debts and use proceeds in ordinary business, constituted a fixed or floating charge. The Board held it was a floating charge, overruling In re New Bullas Trading Ltd, establishing that company control over...
February 18, 2026
BIG sought to enforce an oral agreement requiring transfer of shares to a joint venture company (SS Plc). The defendant argued BIG's claim was barred by the reflective loss rule in Prudential. The Court of Appeal held section 4 of the Contracts (Rights of Third Parties) Act 1999 preserved BIG's...
February 18, 2026
The Claimant alleged the Defendant, who managed their business operations, breached duties as a de facto director by extending unauthorised credit to G-Force, which subsequently went into administration causing a £481,727 loss. The Court found the Defendant was not a de facto director, had no binding instruction prohibiting credit extension,...
July 5, 2026
National Case Law Archive
July 1, 2026
National Case Law Archive
July 1, 2026
National Case Law Archive