COMPANY AND PARTNERSHIP LAW

Littleton has expertise in a wide range of company and partnership law disputes.

At the commercial contract end of the spectrum members regularly advise and act on disputes arising out of shareholders’ agreements, share sale agreements (see further under commercial contract) and partnership agreements, including LLPs.

Members of Chambers at all levels act in disputes between (a) partners, often acting for national firms of solicitors and accountants and (b)  companies and their directors, including, where appropriate, derivative claims.  Fiduciary Duties: Directors and Employees (Andrew Stafford QC, Stuart Ritchie, Jordans 2008) has become the leading practitioner work in this area. 

Junior members of chambers are regularly instructed in bankruptcy and winding up actions. Members at all levels are instructed in disputes concerning rights and obligations under the articles of association and in disputes arising under company and insolvency legislation: in particular unfair prejudice actions under s. 994 CA 2006 (formerly s. 459 CA 1985), claims by liquidators against directors for misfeasance, wrongful trading, misfeasance, unlawful preference, transactions at an undervalue. 

Members of Chambers have appeared in the following leading cases:

  • Dashfield v Davidson [2009] 1 BCLC 220; [2008] BCC 662 Shareholder dispute concerning pre-emption provisions in shareholder agreements
  • Daley v Environmental Recycling Technologies plc [2009] All ER (D) 241 (CA: directors duties
  • Wrexham Associated Football Club Ltd (in administration) v Crucialmove Ltd (CA)  [2008] 1 BCLC 508; [2007] BCC 139: directors powers and duties; agency; considering the position of a third party said to have benefited with knowledge of a breach of fiduciary duty by a director
  • Singer v Beckett & others (re Continental Assurance Company of London in liquidation) [2007] 2 BCLC 287: leading case on directors’ wrongful trading and misfeasance
  • Whalley v Doney Nos. 1 & 2 [2005] BCC 783; [2004] 1 BCLC 217; liquidator’s claim against director re sale of business: misfeasance, preference, transactions at an undervalue
  • Union Music Ltd v Watson [2004] BCC 37; [2003] 1 B.C.L.C. 453 (CA) Court’s powers to order a meeting under s. 371 CA 1985 where board of directors was deadlocked
  • Hurst v Bryk [2002] 1 A.C. 185 (HL). Landmark case on inter-relationship between contractual principles and the provisions of the Partnership Act 1890
  • Arrow Nominees & Blackledge v Blackledge [2000] 2 BCLC 167 (CA): s. 459 petition; leading authority on abuse of process
  • Wright v Atlas Wright (Europe) Ltd [1999] 2 BCLC 301; [1999] BCC 163 (CA): validity of agreements made with company: inter-relationship between statute and the principle of shareholder consent under Re Duomatic
  • Re: Blenheim Leisure (Restaurants) Ltd (CA) [2000] 2 BCLC: re: application to restore  co. to register: jurisdiction of court to impose conditions