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Intuitive, pragmatic and a man with a superb eye for detail. Chambers & Partners UK Bar 2025
Stephen is personable, considered and highly experienced. Legal 500 UK Bar 2025
Stephen is a tour de force when it comes to company law matters. Very sharp and someone who really gets to the heart of the matter, he offers very clear and commercial advice. Chambers UK Bar 2024
A specialist in both company law and sanctions law, Stephen is the gold standard when it comes to technical issues concerning the ownership and control of companies. Legal 500 2024
Corporate
  • Capital reorganisations
  • M&A
  • Takeovers
  • Part VII FSMA transfers
  • Cross-border mergers
  • Schemes of arrangement
  • Reductions of capital
  • Corporate governance
  • Shareholders’ rights
  • Joint ventures
  • Meetings and resolutions

Public takeover work involves numerous schemes of arrangement including:

Inmarsat plc (takeover scheme) 2019- acting for Oaktree (with David Chivers KC)

BTG plc takeover scheme (acquisition by Boston Scientific) 2019- acting for BTG

Lonmin takeover scheme (acquisition by Sibanye) 2019 – acting for Lonmin

Man Group plc [2019] 2 BCLC 495– redomicile scheme

Virgin Money takeover scheme (acquisition by CYBG) 2018 – acting for Virgin Money

Dee Valley Group Plc [2018] Ch 55– (with Martin Moore KC for the bidder on contested takeover scheme of arrangement, leading case on vote splitting)

SABMiller plc [2017] Ch 173 (class meeting) & SABMiller plc (sanction hearing 4 October 2016) (with Martin Moore KC)

Berendsen plc takeover scheme (acquisition by Elis SA) 2017 – acting for Berendsen

The Baltic Exchange Limited [2016] EWHC 3391 (Ch) (collateral benefits/class composition in transfer scheme)

Jelf Group plc [2015] EWHC 3857 (Ch), [2016] BCC 289 (whether a transfer scheme is an arrangement)

Premier Farnell plc competitive takeover scheme/changes in recommended bidder (2016)- acting for Premier Farnell

Pace plc takeover scheme (acquisition by ARRIS) 2015- acting for Arris

Hyder Consulting PLC competitive takeover scheme/changes in recommended bidder (2014)- acting for Hyder

The schemes of arrangement relating to the competitive takeover of Resolution plc in 2007-2008 (acting for Resolution plc)

Expro International Group plc [2010] 2 BCLC 514 (for Halliburton with Martin Moore KC, contested takeover scheme in 2008)

Other takeover schemes of arrangement include: Misys, Cable & Wireless Worldwide, Brammer, Monitise, Avesco

 

Extensive experience in Part VII transfer schemes including:

The Equitable Life Assurance Society/Utmost (2019)

UBS ‘Brexit’ scheme (2019)

Barclays Bank ‘Brexit’ scheme (2019)

HSBC banking ‘ring-fencing’ scheme (2017-2018)

Santander banking ‘ring-fencing’ scheme (2017-2018)

Lloyds Bank/Scottish Widows (2017)

Alliance & Leicester/Santander (2010)

Lloyds TSB/Bank of Scotland (2011)

Egg/Yorkshire Building Society (2011)

Various branch subsidiarisation banking transfer schemes (including Brown Shipley, Habib, BNP Paribas, HAIB)

 

Extensive experience in reductions of capital

Stephen has advised on a large number of reductions of capital and regularly appears in the Companies Court in relation to them.

Extensive experience in cross-border mergers

Stephen advises on cross-border mergers and has acted on numerous mergers under the Companies (Cross-Border Mergers) Regulations 2007 and reorganisations under the European Company (SE) Regulation.  He has acted in a number of the leading cases (Easynet, Itau, MDNX)

Other significant corporate cases include:

MDNX Group Holdings plc [2019] BCC 442
Validity of pre-merger certificates in multi-party cross-border merger

Easynet Global Services Ltd [2018] EWCA Civ 10, [2018] 1 WLR 3913 (Court of Appeal); [2016] EWHC 2681 Ch, [2017] BCC 20
Leading case on cross-border mergers, involving the proposed merger of 22 companies within the same group and the use of  dormant Dutch subsidiary

Worldview Capital Management SA v Petroceltic International plc [2015] EWHC 2185,  [2015] 1 CLC 985
(led by David Chivers KC) challenge to jurisdiction by an Irish company

Eckerle and others v Wickeder Westfalenstahl GmbH  [2013] EWHC 68 (Ch), [2014] Ch 196
An application under s.98 of the Companies Act 2006 challenging the re-registration of DNICK Holding plc as a private company

Re Itau International Limited Ref [2012] EWHC 1783 (Ch)
Established the meaning of “existing transferee company” under the Cross Border Merger Regulations.

Citco Banking Corp NV v Pusser’s Limited (Privy Council) [2007] UKPC 13, [2007] 2 BCLC 483
(led by Michael Todd KC) an appeal originating from the British Virgin Islands relating to the exercise of majority power to alter articles of association.

Restructuring & Insolvency
  • Contentious insolvency
  • Cross-Border Insolvency Regs 2006
  • Winding up
  • Administration
  • Receivership
  • CVAs
  • Creditor schemes
  • Directors’ disqualification

The Equitable Life Assurance Society [2019] EWHC 3336 (Ch)
(led by Martin Moore KC) creditors scheme of arrangement to convert with-profits policies to unit-linked policies and remove investment guarantees

Re Bluebrook Ltd [2009] EWHC 2114 (Ch); [2010] 1 BCLC 338
(led by David Chivers KC) acting for the mezzanine lenders in the IMO Car Wash scheme.

Feetum v Levy Ref: [2005] 1 WLR 2576
(led by David Mabb KC) the first case on the exceptions to the prohibition on the appointment of administrative receivers introduced by the Enterprise Act 2002.

Financial Services
  • Part VII business transfers
  • Client money

Stephen’s financial services experience includes numerous Part VII business transfers and acting for the Financial Service Authority in the Lehmans client money appeal in the Court of Appeal and Supreme Court.

Part VII business transfers include:

The Equitable Life Assurance Society/Utmost (2019)

UBS ‘Brexit’ scheme (2019)

Barclays Bank ‘Brexit’ scheme (2019)

HSBC banking ‘ring-fencing’ scheme (2017-2018)

Santander banking ‘ring-fencing’ scheme (2017-2018)

Lloyds Bank/Scottish Widows (2017)

Alliance & Leicester/Santander (2010)

Lloyds TSB/Bank of Scotland (2011)

Egg/Yorkshire Building Society (2011)

Various branch subsidiarisation banking transfer schemes (including Brown Shipley, Habib, BNP Paribas, HAIB)

Significant cases include:

Lehman Brothers International Europe (In Admin) v CRC Credit Fund Limited & Ors (Court of Appeal and Supreme Court) [2012] UKSC 6, [2012] 1 BCLC 487; [2010] EWCA Civ 917 [2011] 2 BCLC 184
(led by David Mabb KC) acting for the Financial Services Authority in the Lehmans client money proceedings

Memberships & Publications

Chancery Bar Association

Recognition

Ranked in Legal 500 (Company & Partnership) and Chambers & Partners (Company)

“Stephen provides clear legal analysis, and has the ability to assess the structural nuances and then look at them in the wider commercial context of the case.”

“Stephen has a depth of expertise on corporate law matters, and is particularly good in the context of schemes and takeovers.”

‘A specialist in both company law and sanctions law, Stephen is the gold standard when it comes to technical issues concerning the ownership and control of companies.’

“Extremely client friendly, pragmatic and technically astute.”

“Stephen has a superb grasp of company law and is able to give pragmatic and commercial answers. He’s always very responsive.”

“A senior junior able to bring his experience as a former City solicitor to bear on a range of company matters, most notably on schemes of arrangements concerning potential mergers and takeovers in the energy sector.”

“Very commercial, responsive and an expert on the EU Cross-Border Mergers Directive.”

“A clear adviser, who is knowledgeable, user-friendly and approachable.”

“A delightful opponent – very thoughtful and intelligent.” “A provider of refreshingly clear and commercial advice.”

“Has an incisive mind and is able to get to the real crux of a matter. He provides both pragmatic and unfailingly commercial advice.”

“A very strong company law adviser.”

“Client-friendly and pragmatic.”

Webinars

10@12 Webinar: Shareholder Rights: when is a shareholder a member and when does it matter?

10@12 Webinar: Sanctions

 

Ranked in

Legal 500 UK Bar 2025 –
Company

Chambers & Partners UK Bar 2025 –
Company

News

COURT OF APPEAL DECISION IN EASYNET GLOBAL SERVICES LTD
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DEE VALLEY GROUP PLC
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