Michael Gibbon QC

Michael has a broad-based litigation practice, which in particular covers commercial, insolvency, company, trusts and tax litigation. He has extensive High Court and specialist tribunal advocacy experience, in particular in cases involving financial instruments, directors’ duties, insolvency and restructuring, analysis of financial information and (over more recent years) tax.  His cases often have an international element, and are frequently high value or have a high profile in their fields.  He has appeared in a wide range of reported cases over the years.

Michael’s clients include UK based and international solicitors, as well as UK government departments.  From 1999 to 2011 he was one of the Attorney General’s panel of junior counsel appointed to undertake civil advocacy and advisory work of government departments, in 2007 being promoted to the A panel, the most senior of the Attorney General’s three panels.  Panel appointments are made with particular regard to advocacy ability.  Michael was appointed Queen's Counsel in 2011. He is frequently instructed in valuable and high profile cases on behalf of the government.

Michael was for many years one of the editors of the White Book, the leading practitioners’ text on civil procedure in use in the higher courts.  He has also in the past acted as a consulting contributor to Palmer’s Company Law Manual.

Before training for the Bar, Michael was an investment banker, working first in international capital markets and then in corporate finance.  This background is of particular value in cases involving derivative instruments, listed securities, and complex funding structures.

Michael is chair of the International Committee of the Chancery Bar Association, a QC member of Bar Tribunal & Adjudication Service professional disciplinary panels, and a Bencher of Lincoln’s Inn.

Specific Practice Areas

Company/Commercial/Partnership

Michael has substantial advisory and advocacy experience of cases involving contractual disputes, directors’ duties, directors’ disqualification, minority shareholders’ rights, debt instruments, and disputes over the interpretation of partnership agreements.  His cases frequently also have complex tax angles.

Cases include:

Smith & Nephew Overseas v HMRC [2020] 1 WLR 2770 (Court of Appeal) (concerning debits and credits and credits to be brought into company’s statement of recognised gains and losses as a result of group restructuring)

Hancock v HMRC [2019] 1 WLR 3409 (Supreme Court) (correct tax treatment of loan notes issued pursuant to a takeover)

Goldtrail v Onur Air [2017] 1 WLR 3014 (Supreme Court) (the circumstances in which an owner’s means should be taken into account when imposing a financial condition on a company)

Jetivia SA & Anor v Bilta (UK) Ltd (In Liquidation) & Ors [2016] AC 1 (Supreme Court) (whether illegality can be raised as a defence by controlling directors of a company in defence to a claim by the company for breach of fiduciary duty – instructed for intervener)

Goldtrail Travel v Aydin [2015] 1 BCLC 89 (Chancery Division) (claims based on allegations of breach of fiduciary duty and dishonest assistance)

Pike v HMRC [2014] BTC 33 (Court of Appeal) (an additional sum payable on the redemption of loan stock was interest, not capital)

DCC Holdings v HMRC [2011] 1 WLR 44 (Supreme Court) (proper treatment of fixed price contracts for the sale and repurchase (“repo”) of gilts)

Klincke v HMRC [2010] STC 2032 (Upper Tribunal) (qualifying corporate bonds)

Morgan v HMRC; Self v HMRC [2009] SFTD 160 (First-tier Tax Tribunal) (dispute over proper interpretation of Ernst & Young’s partnership agreement and later LLP agreement in relation to treatment of payments to retiring partners)

Alan Blackburn Sports [2008] STC 842 (Chancery Division) (consideration of meaning of subscription and issue of shares under companies legislation)

Harding v HMRC [2008] STC 1965 (Chancery Division) (qualifying corporate bonds)

Gamlestaden v Baltic Partners [2008] 1 BCLC 468 (Privy Council) (claim for relief for unfair prejudice available to investor member, even if potential benefit can only be achieved in his capacity as a loan creditor)

Might SA v Redbus Interhouse [2004] 2 BCLC 449 (Chancery Division) (dispute concerning the calling of a company meeting, and the chairman’s conflict of interest)

Euroafrica Shipping Lines v Zegluga Polska [2004] 2 BCLC 97 (Commercial Court) (a hearing about the effect of corporate reorganisation, arising in a substantial dispute between two Polish shipping companies)

Michael has also acted in an LCIA arbitration arising out of a substantial shareholder dispute concerning a Russian social network.

Insolvency/Restructuring

Michael has substantial experience of insolvency and restructuring matters, including a great deal of advocacy experience in litigation concerning corporate and personal insolvency, including asset tracing and proceedings against directors and shareholders for corporate debts and unlawful dividends.  He also frequently advises in relation to issues arising in insolvencies with an international dimension. In early 2018 Michael was instructed to act for the Official Receiver as liquidator in the urgent application to appoint Special Managers over the Carillion companies.

Cases include:

Re: GP Aviation [2014] 1 WLR 166 (Chancery Division) (whether the right to appeal a company's tax assessment was a chose in action capable of assignment by a liquidator)

Trimast v Tele-Columbus [2010] All ER (D) 51 (Chancery Division) (concerning proper construction of intercreditor agreement in context of restructuring of German telecommunications group)

Re Modern Jet Support Centre [2005] 1 WLR 3880 (Chancery Division) (distraint not a form of execution within the meaning of s183 of the Insolvency Act 1986)

IRC v Nash [2004] BCC 150 (Chancery Division) (director made personally liable for debts of failed company)

Re: Equity & Provident Limited [2002] 2 BCLC 78 (Chancery Division) (company wound up in public interest where conduct complained of was that of one man, who was unfit to be a director)

Re: Hopes (Heathrow) Ltd [2001] 1 BCLC 575 (Chancery Division) (director unfit when company had cash-flow difficulties)

Re: BCCI (No. 10) [1997] Ch 213 (Chancery Division) (insolvency set-off and conflict of laws)

In addition, Michael has in recent years been instructed to act in litigation over the ownership of assets associated with Bernard Madoff, and also in relation to restructuring of a large commercial paper backed investment fund which closed as a result of the credit crunch.

In 2012 Michael was a co-author (with Catherine Addy and Fiona Dewar) of the Chancery Bar Association’s Response to the Ministry of Justice’s Consultation Paper on reform to the process of applying for bankruptcy and compulsory winding up.

Trusts and trust related work

Michael’s principal focus in this area is litigation, in particular involving the removal of trustees and personal representatives, and attacks on trust structures.

Cases include:

Audley v HMRC [2011] UKFTT 219 (TC) (First-tier Tax Tribunal) (concerning an avoidance scheme utilising relevant discounted securities and a two trust structure)

Thomas & Agnes Carvel Foundation v Carvel [2008] Ch 395 (Chancery Division) (mutual wills, discretion to remove personal representative under Judicial Trustees Act 1896)

Herman v HMRC [2007] STC (SCD) (Special Commissioners) (attempt using two trust structure to avoid tax on gains held in an offshore trust)

West v Trennery [2005] 1 All ER 827 (House of Lords) (capital gains tax avoidance scheme involving use of two trusts)

Schmidt v Rosewood [2003] 2 AC 709 (Privy Council) (trustees’ duties of disclosure to persons claiming to be interested in a trust, Court’s supervisory role in respect of trusts)

Tang Man Sit v Capacious Investments [1996] AC 514 (Privy Council) (breach of trust and election between alternative remedies)

Michael has also written on beneficiary information rights for Trusts and Trustees (Vol 17, Issue 1, pp 27-33)

Valuation work

Michael has specific experience of disputes involving the valuation of land and company shares.

His experience includes:

Netley v HMRC [2017] SFTD 1044 (First-tier Tax Tribunal) (principles on which the market value of shares admitted to the Alternative Investment Market and gifted to a charity should be determined)

Marks (Stephen) v HMRC [2011] UKFTT 221 (TC) (First-tier Tax Tribunal) (Concerning the valuation of shares owned by the founder of French Connection)

Allen (VO) v Freemans [2011] RA 91 (Upper Tribunal) (a substantial dispute concerning the rateable value of a large distribution warehouse)

Marks (Ross) v Sherred [2004] STC (SCD) 362 (Special Commissioners) (concerning the correct approach to valuation of a private company)

A dispute as to the value of the share capital of a large UK subsidiary of a multi-national retail and manufacturing operation (settled shortly before trial).

The clerks are happy to discuss the basis on which Michael will act in any given matter. In the absence of express written agreement otherwise, the terms under which Michael accepts instructions are The Standard Contractual Terms for the Supply of Legal Services By Barristers to Authorised Persons 2012 (as updated from time to time) referred to in the BSB Handbook.

Memberships
COMBAR
Chancery Bar Association
Insolvency Lawyers’ Association
Wales & Chester Circuit

Languages
Welsh, French

Qualifications
BA (Magdalen College Oxford) (First Class)
MPhil (King's College Cambridge)