Company, partnerships & LLPs

Our company work includes:

• The formation and operation of companies: company formation, operation and dissolution, share registration and ownership, corporate governance, company meetings, takeovers, mergers and acquisitions, cross-border mergers and loan capital and banking securities
   
• Shareholder disputes: unfair prejudice petitions, derivative and double derivative claims, claims for just and equitable winding-up and share valuation issues
   
• Director disputes: issues relating to nominee, de facto, non-executive and shadow directors, and their duties and potential liability, breach of directors’ statutory and fiduciary duties, unlawful distributions/dividends and other restitution claims and misfeasance proceedings
   
• Corporate insolvency (for full details of Maitland’s insolvency expertise, please see the Insolvency and Restructuring section of our website here): winding-up petitions, liquidations, administrations, CVAs, schemes of arrangement and reductions of capital, directors’ and other officeholders’ misfeasance proceedings and proceedings under the Company Directors Disqualification Act 1986

Our partnership work includes:

• The formation and operation of partnerships: the formation, terms, operation and dissolution of partnerships, LLPs and limited partnerships
   
• Disputes between partners: unfair prejudice, breach of fiduciary and statutory partnership duties and the winding-up of partnerships, including actions for accounts and inquiries
   
• The liability of partners and partnerships to third parties
   
• Partnership insolvency and bankrupt partners: for full details of Maitland’s insolvency expertise, please see the Insolvency and Restructuring section of our website here

We have extensive experience in providing advisory and representation services across all aspects of corporate governance. Members of Chambers have appeared in some of the most significant cases in this area, including British American Tobacco v Sequana (claims to recover US$800 million of allegedly unlawful dividend distributions as part of global litigation involving the US tobacco giant, with a Supreme Court appeal pending), Tillman v Lloyds Bank & Better Capital LLP (conspiracy claim for some £150 million brought by a prominent entrepreneur against a bank and private equity vehicle arising out of the acquisition of Jaeger and Aquascutum) and the RBS v Hicks, a dispute arising out of the proposed takeover of Liverpool Football Club.

In addition to acting in an advisory capacity, members have also been involved in many of the leading cases involving breach of directors’ and other fiduciary duties, including FHR European Ventures, Sinclair v Versailles and Cooper v Lehtïmaki; Re The Children’s Investment Fund Foundation (UK) (the leading Supreme Court case on charitable companies, the fiduciary duties owed by its members and the jurisdiction of the court to intervene in their management). Examples of other recent cases include TMO Renewables Ltd v Reeves (members acting for all defendants in a claim for breach of fiduciary duty worth tens of £millions) and Reuben v Ruimy (dispute arising out of an alleged joint venture to develop valuable commercial properties in Romania and Germany).

Many of the partnership disputes in which members are involved are resolved in confidential dispute resolution processes. However, notable exceptions include F&C Alternative Investments (complex proceedings concerning partnership duties in the context of one of the world’s largest asset management firms).

Shareholder disputes and unfair prejudice petitions are often some of the most hotly contested cases.

Members of Maitland have been involved in some of the most important and complex shareholder disputes in recent years, across a wide variety of industries. Recent notable examples include Various Shareholders v Tesco Plc, £700+ claims arising out of Tesco’s 2014 accounting scandal, and Tugushev v Orlov, a significant and hugely publicised “mega-money Russian dispute” (as described in the press) over the ownership of stakes in a huge international fishing business run through companies in Russia, England and Hong Kong.

Members also advise on and are regularly instructed in significant unfair prejudice petitions involving unquoted share valuation disputes across a broad range of business sectors, with notable examples including Griffith v Gourgey, Sprintroom and Annacott Holdings.

Our members advise on and appear in disputes involving all aspects of corporate and partnership insolvency law, including winding-up petitions and administration applications, matters arising in or related to compulsory and voluntary liquidations, asset recovery and office holder claims, disputed creditor claims, expenses and distribution of assets, and corporate restructuring.

Asset recovery and office holder claims in particular often involve extensive crossover with company law, by including allegations of breach of fiduciary duty, unlawful distributions/dividends and other restitutionary claims, and issues relating to nominee, de facto, non-executive and shadow directors and their duties and potential liability and a variety of corporate governance issues arising out of restructuring.

The depth and breadth of our experience in company law matters, coupled with our wide-ranging expertise in insolvency and restructuring, which has seen our members instructed in many of the major domestic and international insolvencies of the last few decades (including BCCI, Barlow Clowes, Enron, Northern Rock, Lehman Brothers, Kaupthing Bank, Cambridge Analytica, GAME, Carillion, Debenhams to name a few) means that our members are particularly well-placed to handle these types of cross-disciplinary matters.   

For many years members of Chambers have advised and appeared for the Secretary of State and the Official Receiver as well as for defendant directors in relation to many and varied claims under the Company Directors Disqualification Act 1986. 

Our members have acted in some of the most high-profile disqualification claims in recent years, including Kids Company, Competition and Markets Authority v Martin (the CMA’s first ever claim for a competition director disqualification order to reach trial), Farepak, Barings, Blackspur, Atlantic Computers, Blue Arrow and Allied Carpets.

They also deal with applications for leave to act under section 17 of the CDDA 1986.

Some of our members also contribute to the leading practitioner text Mithani on Directors Disqualification and we are home to one of its general editors.

One of Maitland’s core practice areas is international and offshore work and we are known as one of the prominent sets in this area. Our members are regularly instructed in international disputes involving company and partnership matters across a wide variety of industries and regularly appear as advocates before foreign courts and tribunals from first instance through to the higher court such as the Privy Council.

Our experience in international and offshore company and partnership matters include: 

• Convoy Collateral Ltd v Broad Idea International Ltd & Anor: a Privy Council appeal concerning the jurisdiction of the BVI court to grant a free-standing freezing injunction in support of foreign proceedings against a BVI Company which is not a party to substantive proceedings either in the BVI or elsewhere (commonly referred to as a “Black Swan” injunction) It involved the Privy Council revisiting (for the first time in 25 years) its own decision in Mercedes Benz v Leiduck, as well as The Siskina and Fourie v Le Roux, and the rationale for and scope of the “Chabra” jurisdiction
• Al-Subaihi v Al-Sanea: a Commercial Court claim in England for unpaid legal fees of US$15+ million arising out of the internationally reported collapse of the Saad Group and involving complex questions of Saudi partnership law
• Abraaj: acting in disputes arising out of the collapse of the Dubai-based Abraaj private equity group; an issue concerning entitlement to documents under an LLP deed
• Value Discovery Partners: acted at first instance, before the Eastern Caribbean Court of Appeal and then in the Privy Council in a dispute concerning the construction of the Articles of Association of a BVI Limited Partnership
• Gamlestaden Fastigheter AB v Baltic Partners Ltd: a Privy Council appeal from Jersey concerning the availability of unfair prejudice relief
• Matador Investments Ltd: a dispute concerning the alteration of redemption rights, and the effect of side letters, concerning a Caymanian fund
• Lenta Properties Ltd: appeared in the BVI in a dispute about rights under a shareholders’ agreement concerning a BVI holding company and control of a Russian hypermarket chain
• Esquire v HSBC: represented HSBC in the Hong Kong Court of Appeal in its dispute with a former customer
• Staray Capital Ltd: a dispute concerning the compulsory redemption of a minority shareholding in a BVI company (acted at first instance and in the Eastern Caribbean Court of Appeal)
• Sheermohamed v SA Nabi & Sons Ltd: appeared in the Caribbean Court of Justice in Trinidad & Tobago in a shareholder dispute concerning the validity of board and shareholder meetings
• Ortland Equities Corp: represented both sides at trial and on appeal in the BVI in a challenge to set aside a transfer by the company of its principal asset at an undervalue