Company, Commercial Disputes & 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. 

His recent 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 2018 Michael acted for the Official Receiver as liquidator in the urgent application to appoint Special Managers over the Carillion companies, one of the most high-profile collapses of recent years.  He has in recently been involved in litigation relating to the administration of the Peacocks/Edinburgh Woollen Mill Group as well as a substantial ongoing insolvency matter for the Official Receiver.

Previous insolvency work has included litigation over the ownership of assets associated with Bernard Madoff, and litigation 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 QC 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.

His previous 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)

Contentious Trust 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.

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

His previous 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)

Valuation

Michael has specific experience of disputes involving the valuation of land and company shares, and has also advised on issues concerning the valuation of shares in the context of employment. 

His previous 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).

Charities

Michael has over recent years increasingly been instructed in disputes concerning Charities.  Work has included advising on the governance arrangements for a prominent cultural institution; litigation concerning a substantial international religious charitable trust; and advice to a prominent national charitable institution in connection with the terms on which a property was acquired.  He has also recently been instructed (alongside Ted Loveday) in a high profile challenge to a Charity Commission decision to register a charity.