Advice and litigation in relation to all aspects of company law, including disputes between shareholders and minority shareholders’ remedies, directors’ duties, company meetings and resolutions, memoranda and articles of association and disqualification of directors.
Transactional work, including schemes of arrangement, reductions of capital and associated court applications.
Significant corporate transactions include:
Edward advised in relation to the acquisition of SAB Miller by AB Inbev and conducted the court proceedings for the takeovers of Windsor plc, Neutrahealth plc and BPP Holdings plc
Restructurings of Heywood Williams Group plc, Waltech plc, Rocco Forte Luxury Hotels Ltd and New World Resources plc.
Edward regularly carries out advisory work for the Welsh Rugby Union.
Significant corporate cases include:
Hipgnosis Music Ltd v Mercuriadis
[2024] EWHC 3127 (Ch)
Acting for the claimant company in liquidation in an action for diversion of a corporate opportunity and dishonest assistance, dealing with contested items on the Disclosure review Document and the costs of an application for security for costs.
[2024] EWHC 3090 (Ch)
Acting for the claimant company in liquidation on an application for a split trial.
Jardine Strategic Holdings Ltd [2024] SC (Bda) 63 Civ
Acted for subsidiary group companies in the Jardine Matheson group in the context of proceedings for the appraisal of the fair value of shareholdings in Jardine Strategic Holdings Ltd, seeking the dismissal of subpoenas.
Peter Waddell Holdco Ltd v Bluebell Cars Holdco Ltd
[2024] EWHC 3040 (Ch)
Acted for the company in successfully resisting an application that it be prevented from taking an acting part in defending unfair prejudice proceedings and defeating an application for a stay of related proceedings.
[2024] EWHC 1627 (Ch)
Acted for the Defendant company in successfully defeating application by founder shareholder seeking his reinstatement as a director following his removal on grounds of misconduct.
Re HLHP Oriental Food Ltd [2024] EWHC 497 (Ch)
Succeeded on behalf of the Respondents to an unfair prejudice petition in challenging the Petitioners’ ability to proceed with the trial on the grounds that they lacked standing, since they were neither entered in the register of members nor the recipients of validly executed instruments of transfer in respect of their alleged shareholdings.
Saxon Woods Investments Ltd v Costa [2024] EWHC 387 (Ch)
Acted for the successful Petitioner on the trial of an unfair prejudice petition concerning the breach of an obligation under a shareholders’ agreement to work in good faith towards a sale of the company.
Re Northstar Financial Services (Bermuda) Ltd and Omnia Ltd [2023] SC (Bda) 57 Civ
Proceedings in Bermuda concerning two insolvent insurance companies and the operation of the segregated accounts regime. Acted for the class of policyholders holding investments with variable returns, and succeeded in obtaining directions to the effect that their underlying investments were segregated for their benefit.
ClientEarth v Shell Plc
[2023] EWHC 2182 (Ch)
Acted for Shell on its application for the costs of successfully opposing ClientEarth’s derivative claim. In a departure from the normal rule that the company will not be entitled to costs at the prima facie stage, the Court ordered ClientEarth to pay Shell’s costs.
[2023] EWHC 1897 (Ch)
Dismissal of ClientEarth’s application for permission to continue a derivative claim on behalf of Shell plc against its directors: [2023] EWHC 1897 (Ch). The judgment followed a hearing requested by ClientEarth under CPR 19.15(10) to reconsider the earlier decision to dismiss its application on the papers: [2023] EWHC 1137 (Ch).
[2023] EWHC 1137 (Ch)
Acted for Shell in resisting ClientEarth’s application for permission to continue a derivative claim against the directors on grounds of alleged breaches of their duties. in relation to the management of climate-related risk. The application was dismissed on the papers at the prima facie stage.
Birkenfeld v Denton [2022] EWHC 436 (Ch)
Acted for the Petitioner on the trial of an unfair prejudice petition concerning allegations of conflict of interest and breaches of duty by the directors.
Chen Zhuangrong v Nam Tai Property Inc BVIHC (COM) 2021/0210
An urgent ex parte application to strike out a claim seeking to invalidate resolutions removing company directors from office. Succeeded in obtaining the strike out on behalf of the defendant company.
IsZo Capital LP v Nam Tai Property Inc
BVIHC (COM) 2020/0165
Acted for the Claimant in successfully reversing a $170m allotment of shares in a NYSE-listed company. Following the purported allotment, the Claimant obtained ex parte injunctions to restrain the exploitation of the shares in question. Then, following an expedited trial held by video-link, it was held that the directors had allotted the shares for the improper purpose of seeking to confer voting control upon Kaisa Group Holdings Ltd, and thereby to ensure that resolutions proposed by the Claimant for the removal of the majority directors would be defeated. Accordingly, the allotment was void.
BVIHCMAP 2021/0010
Appeared before the Eastern Caribbean Court of Appeal on the defence of the appeal against the decision to set aside the allotment of shares. Subsequently, acted for the company in opposing applications to stay a company meeting and/or revise the record date in respect of members’ entitlement to vote at such meeting. Both applications were defeated.
Burnell v Trans-Tag Ltd [2021] EWHC 1457 (Ch)
Acted for the claimant pursuing a claim to recover a loan from a company in the business of marketing technology designed to track and monitor transported items. The company brought a counterclaim seeking damages, assessed by their expert to be in a sum in excess of £10 million, on the grounds that the claimant had allegedly diverted the business of the company for his own benefit and breached his duty of confidence.
Secretary of State for Business Energy and Industrial Strategy v Celtic Consultancy & Enterprises Ltd [2021] EWHC 1240 (Ch)
Public interest winding up petitions brought by the Secretary of State against companies which had received substantial commissions as a result of introductions of clients to an independent financial adviser. The clients were holders of pensions under the defined benefits British Steel Pension Scheme and as a result of advice many of them transferred their pension funds into SIPPs. Acted for the respondent companies and succeeded in defeating the petitions, which were based on alleged lack of transparency and lack of commercial probity.
Abaidildinov v Amin [2020] EWHC 2192 (Ch)
Acted for the claimant in a dispute over the control of a mining company with interests in Kazakhstan. Succeeded in obtaining summary judgment confirming the defendant’s removal as a director, as well as delivery up of mineral samples.
Chalcot Training Ltd v (1) Ralph, (2) HMRC [2020] EWHC 1054 (Ch)
Trial of a claim challenging the lawfulness of a tax scheme on the grounds that the payments made under the scheme were disguised distributions and/or unlawful commissions or discount in connection with the issue of shares. Consideration was also given to the doctrine of common mistake.
Zheng Youngxiong v Gate Ventures Plc
[2020] EWHC 709 (Ch)
An administration order was granted over a media investment company. Appeared for a shareholder intervening to support the administration application, on the grounds that the company was balance sheet insolvent and might be rescued, that the conduct of the directors, including Lord Grade and the Duchess of York, needed to be investigated.
[2020] EWHC 645 (Ch)
Permission was granted to amend grounds of appeal where there was a real prospect of showing that if fresh evidence had been available to the first instance judge it would have had an important impact on his assessment of the cogency of the parties’ evidence.
Brown v Bray [2019] EWHC 2304 (Ch)
Two week trial of an unfair prejudice petition involving an alleged quasi-partnership and concerning complaints of exclusion, breach of director’s duties and failure to act in good faith.
Routledge v Skerritt [2019] EWHC 573 (Ch)
Acted for the Petitioner in successfully establishing that the directors and majority shareholders of the company had acted in breach of duty and unfairly by failing to pay dividends in accordance with the Petitioner’s rights.
Findmyclaims.com Ltd v Howe [2018] EWHC 1833 (Ch)
Succeeded in obtaining an interim injunction on behalf of a company to restrain certain individuals who had hijacked a company meeting from purporting to act as directors.
Cullen Investments Ltd v Brown
[2017] EWHC 2793 (Ch)
Application under section 1157 of the Companies Act 2006 for relief from liability for breach of duty arising from a director’s failure to obtain authorisation for a conflict of interests
[2017] EWHC 1586 (Ch)
Two week trial of claims against directors for breach of a shareholders’ agreement, breaches of director’s duties and conspiracy by unlawful means
[2015] EWHC 473 (Ch)
Application for permission to continue a derivative action, seeking relief against directors for alleged diversion of corporate opportunities
Re Dee Valley Group plc [2017] EWHC 184 (Ch)
Edward acted on a contested scheme of arrangement. The case raised questions of general importance regarding the requirements for members’ approval of schemes; specifically, the legitimacy of ‘share-splitting’ in order to prevent the majority in number test being satisfied. Consideration was also given to how these situations should be managed by the court in the future.
BTI 2014 LLC v Sequana SA [2016] EWHC 1686 (Ch)
Edward Davies led by Joe Smouha QC and Andrew Thompson QC (of Erskine Chambers) acting for British American Tobacco on a claim seeking recovery of US$800 million in respect of unlawful dividends and/or damages for breach of duty against the directors.
Hewlett Packard and Autonomy v Lynch [2015]
Ongoing proceedings arising from the takeover of Autonomy by HP. Claims for breach of fiduciary duty misrepresentation and under s90A FSMA 2000.
Inderjit Singh Bhullar v (1) Jatinderjit Singh Bhullar (2) Bhullar Developments Ltd (3) Bhullar Bros Ltd [2015] EWHC 1943 (Ch)
Successful application for permission to continue with double derivative claims.
Granada Group Ltd v The Law Debenture Trust [2015] EWHC 1499 (Ch)
Acted for ITV in seeking to challenge the validity of security granted in respect of senior executives’ pension arrangements. Led by Michael Furness QC.
Re Guidezone (2015)
Unfair prejudice dispute between family members relating to ownership of London hotel.
Re Bumi plc (2013)
Acted for Nat Rothschild in high-profile shareholder dispute.
Hollis v Marylebone Cricket Club [2013] EWHC 3547 (QB)
Successfully defeated an application for an injunction to restrain the holding of a general meeting. The purpose of the general meeting was to vote on the redevelopment of Lords cricket ground.
Re Coroin Ltd
[2012] EWHC 504 (Ch)
Application for third party disclosure under CPR 31.17
[2012] EWHC 505 (Ch)
Application for further information under CPR 18 and for specific disclosure under CPR 31.12
[2012] EWHC 521 (Ch); [2012] EWHC 1156 (Ch); [2012] EWHC 1157 (Ch)
Applications for permission to amend
[2012] EWHC 748 (Ch); [2012] EWHC 1158 (Ch)
Applications for lifting of confidentiality regime imposed in relation to financial information
[2012] EWHC 866 (Ch)
Application for disclosure of personal emails
[2012] EWHC 2343 (Ch)
Trial of an unfair prejudice petition and conspiracy claim brought by Patrick McKillen against the Barclay brothers and certain associates concerning the steps taken by the Barclay brothers to take control of Coroin Ltd, the indirect owner of Claridge’s, The Connaught and The Berkeley. Acted for the directors of Coroin Ltd appointed by the Barclay interests. Led by Joe Smouha Q.C.
Simon Hitchins and Anor v Hitchins (Hatfield) Ltd: ChD (Companies Court) Registrar Jones 25/5/2012
Succeeded in defeating an application brought by the executors of a deceased member to rectify the company’s register of members. The Court was satisfied that rectification should not be ordered in circumstances where the other shareholder’s pre-emption rights had neither been satisfied nor waived.
Rheinallt Williams v Robin Williams & Ors: ChD (Companies Court)(Judge Jarman QC) 27/9/2011
Succeeded in establishing unfair prejudice at the trial of a petition concerning diversion of corporate opportunities and payment of excessive remuneration
Shepherd v Williamson: [2010] EWHC 2375 (Ch)
Trial of an unfair prejudice petition concerning alleged exclusion from management and seeking a buy-out of shares on the basis of a back-dated valuation
Robin Stainer v Lee & Ors: [2010] EWHC 1539 (Ch)
Obtained permission to continue a derivative claim under s261 of the Companies Act 2006 on the basis of alleged breaches of directors’ duties
Croly v Good & Ors: [2010] EWHC 1 (Ch)
Trial of an unfair prejudice petition in respect of a company in administration, obtained a back-dated buy-out order on the grounds of the petitioner’s exclusion
Re Microsulis Limited: [2008] EWHC 587 (Ch)
Succeeded on an application to strike out an unfair prejudice petition
Anglo Petroleum Ltd v TFB (Mortgages) Ltd: [2007] EWCA Civ 456, [2006] EWHC 258 (Ch)
Proceedings in the Chancery Division and the Court of Appeal concerning the scope of the concept of unlawful financial assistance under s151 of the Companies Act 1985
NBH Ltd v Hoare: [2006] EWHC 73 (Ch)
Acted for the successful defendant in proceedings brought on grounds of alleged breaches of s320 of the Companies Act 1985, and conspiracy to divert corporate assets
Re McCarthy Surfacing Ltd
[2008] EWHC 2279 (Ch)
Trial of an unfair prejudice petition brought on grounds of failure to give proper consideration to the payment of dividends and self dealing by directors
[2006] EWHC Civ 181
Preliminary issue on the question of standing to present a petition under s459 of the Companies Act 1985
Carlo Spera v Curti Lifts (UK) Ltd: [2006] EWHC 1355 (Ch)
Acted for successful applicant on claim seeking rectification of a company’s register of members.
Hunter v Senate Support Services Ltd: [2004] EWHC 1085 (Ch)
Trial of a claim seeking forfeiture of shares, in which consideration was given to the application of the principle in Re Hastings-Bass [1975] Ch 25 in the context of the exercise of powers by directors
Incasep Limited v Jones: [2002] EWCA Civ 961
Proceedings in the Chancery Division and the Court of Appeal concerning the ability of the company to bring proceedings in its own name, directors’ duties, unfair prejudice and winding up on the just and equitable ground.
Fiske Nominees Limited v Dwyka Diamonds Limited: [2002] 2 BCLC 123
Proceedings under s430C of the Companies Act 1985 challenging the fairness of a takeover offer
