‘The High Court yesterday handed down judgment in JMW Solicitors LLP & Others v Injury Lawyers 4U & Others [2024] EWHC 3103 (Ch), a reverse summary judgment application on a shareholder dispute.’
Littleton Chambers, 5th December 2024
Source: littletonchambers.com
‘After 5 days of evidence and submissions, the Court has handed down judgment in the case of Butt v Butt & Ors [2024] EWHC 3222 (Ch). The case concerned a business centre in Nottingham (the “Centre”) and the beneficial ownership of M&B Properties (Nottingham) Ltd, an SPV which had purchased the Centre.’
Tanfield Chambers, 13th December 2024
Source: tanfieldchambers.co.uk
‘In this article, 4 New Square’s Shail Patel KC and Ed Grigg consider the High Court’s recent decision in Aabar Holdings S.à.r.l. v Glencore Plc & Others [2024] EWHC 3046 (Comm), which considered the right of a company to assert privilege, in various circumstances, against its own shareholders.’
4 New Square, 4th December 2024
Source: www.4newsquare.com
‘For over a century, it has been a well-established rule that a company cannot claim legal privilege against its own shareholders (Woodhouse & Co. Ltd v Woodhouse). This grants shareholders the right to access legal advice obtained by the company concerning its affairs. However, there is a recognised exception to this rule: if the legal advice pertains to actual or anticipated litigation between the company and the shareholder, the company can claim privilege.’
Kingsley Napley Immigration Blog, 14th November 2024
Source: www.kingsleynapley.co.uk
‘The founder of the money transfer service Wise has been fined £350,000 for failing to inform the City regulator that he had failed to pay his taxes.’
The Guardian, 28th October 2024
Source: www.theguardian.com
‘Champions are claiming success over Premier League and we look at what the ruling means and possible ramifications.’
The Guardian, 8th October 2024
Source: www.theguardian.com
‘Manchester City are claiming victory in their landmark legal battle with the Premier League over the associated-party transaction (APT) rules that govern commercial spending by state and multi-club ownerships.’
Daily Telegraph, 7th October 2024
Source: www.telegraph.co.uk
‘UK securities litigation claim numbers are rising due to factors such as increased availability of litigation finance from third party funders, the growth of shareholder activism, and the use of litigation as a tool for corporate governance and compliance.’
OUT-LAW.com, 23rd September 2024
Source: www.pinsentmasons.com
‘This guide considers the tax implications of using a UK holding company to hold shares in other UK or overseas companies.’
OUT-LAW.com, 9th August 2024
Source: www.pinsentmasons.com
‘Equity investment is seen in both dominant and critical corporate law literature as a passive act that carries exclusively instrumental value. This conceptualisation legitimises shareholder paternalism in current UK law and provides support for stakeholder welfarism reforms. Engaging with cogent emerging evidence on the preferences, motivation, and behaviour of contemporary individual investors, we demonstrate that, for the majority of them, equity investment is increasingly experienced as a choice instantiating their personhood, identity, and moral agency, and thus carrying inherent value. Drawing on Hayek’s epistemology, we propose a novel interpretation of Rawls’s theory of justice, and argue that freedom to own productive property must be included in the list of basic liberties under Rawls’s first principle of justice. Therefore, corporate law cannot continue imposing paternalistic restrictions on the configurations of shareholder rights that investors may rationally choose from, and pleas for stakeholder welfarism within corporate law must be rejected.’
Journal of Corporate Law Studies, 18th July 2024
Source: www.tandfonline.com
‘A contractual notice of claim for breach of warranty under an SPA set out a legally flawed measure of loss. The Particulars of Claim follow suit. Can the Particulars then be amended to plead the correct measure? Or is the deficient notice fatal to the whole claim?’
Littleton Chambers, 24th May 2024
Source: littletonchambers.com
‘Organisations are feeling the pressure more than ever to offer sustainable and environmentally conscious products and services to consumers. However, with the push to appear more eco-friendly comes the risk of over-exaggerating or misleading others with statements about green credentials.’
Mills & Reeve, 16th May 2024
Source: www.mills-reeve.com
‘ClientTEarth v Shell [2023] EWHC 1897 (Ch) is the first attempt to use the statutory shareholder derivative action (Part 11 Chapter 1 of the Companies Act 2006 (CA 2006)) to hold directors liable for breach of directors’ duties for issues related to climate change. A derivative action can be used by shareholders in limited circumstances to bring an action of recourse on behalf of the company. Derivative actions are typically used to protect minority shareholders. Therefore, its use in ClientEarth v Shell is of interest, especially considering the ongoing discussion on the role and purpose of business in society. Although company law has primarily focused on profits, the more modern view is that companies should exist for profit, public interests and societal goals (See British Academy, Reforming Business for the 21 st Century: A Framework for the Future of the Corporation). The ClientEarth case confirms and clarifies situations in which a claimant may obtain permission to continue a claim; and when an absolute liability may be imposed on directors for a climate change-related breach of director’s duty in shareholder derivative claims. It raises questions around the prospects of success for future claimants due to the difficulty in establishing sufficient legal merit; and the relationship between stage one and stage two of the statutory regime.’
Cambridge Law Journal, 3rd April 2024
Source: www.cambridge.org
‘ClientEarth v Shell [2023] EWHC 1897 (Ch) is the first attempt to use the statutory shareholder derivative action (Part 11 Chapter 1 of the Companies Act 2006 (CA 2006)) to hold directors liable for breach of directors’ duties for issues related to climate change. A derivative action can be used by shareholders in limited circumstances to bring an action of recourse on behalf of the company. Derivative actions are typically used to protect minority shareholders. Therefore, its use in ClientEarth v Shell is of interest, especially considering the ongoing discussion on the role and purpose of business in society. Although company law has primarily focused on profits, the more modern view is that companies should exist for profit, public interests and societal goals (See British Academy, Reforming Business for the 21 st Century: A Framework for the Future of the Corporation). The ClientEarth case confirms and clarifies situations in which a claimant may obtain permission to continue a claim; and when an absolute liability may be imposed on directors for a climate change-related breach of director’s duty in shareholder derivative claims. It raises questions around the prospects of success for future claimants due to the difficulty in establishing sufficient legal merit; and the relationship between stage one and stage two of the statutory regime.’
The Cambridge Law Journal, 3rd April 2024
Source: www.cambridge.org
‘A Court of Appeal ruling that overturned a £1.31 million damages award for breach of a share purchase agreement (SPA) demonstrates the importance of careful interpretation of SPA drafting in order to correctly notify and plead breach of warranty claims, according to one legal expert.’
OUT-LAW.com, 14th November 2023
Source: www.pinsentmasons.com
‘This guide provides an overview of the principles relating to unfair prejudice petitions. It is not legal advice and should not be relied upon as such. Businesses and individuals should seek bespoke legal advice in respect of their particular positions. This guide is an updated version of a similar guide published in 2019.’
St John's Chambers, 3rd July 2023
Source: www.stjohnschambers.co.uk
‘Following judgment on 24 July, the High Court, in an oral hearing, confirmed its decision on papers that ClientEarth, a non-profit environmental law organisation, with a minority shareholding in Shell Plc, a multinational oil and gas company, failed to establish a prima facie case in its derivative claim against Shell’s Directors regarding the company’s climate change risk management strategy.’
Six Pump Court, 31st July 2023
Source: 6pumpcourt.co.uk
‘The UK’s financial watchdog has announced plans to shake up its rules in a bid to attract more companies to list shares on UK stock markets.’
BBC News, 3rd May 2023
Source: www.bbc.co.uk
‘The UK water regulator is to use new powers to block companies from shareholder payouts if they fail to hit performance and environmental targets.’
The Guardian, 20th March 2023
Source: www.theguardian.com
‘Requirements under the Companies Act are not necessarily a barrier to company shares being held and traded on a blockchain of encrypted digital code, according to a government-backed panel of experts. In its latest statement of the law relating to innovations in the crypto economy, the UK Jurisdiction Taskforce concludes that English law is well equipped to deal with digital securities such as bonds and shares.’
Law Society's Gazette, 22nd February 2023
Source: www.lawgazette.co.uk
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