Laurence Pagden & Ors v Mark Robert Fry & Anor

Laurence Pagden & Ors v Mark Robert Fry & Anor

Shareholders in an MVL do not have the right to control or require further meetings to direct the liquidator’s actions; the liquidator has statutory authority to pursue claims, and the stays should be lifted as there is no legal basis for further shareholder consultation.

Parties
Applicants/claimants: Laurence Pagden and 3 Others; Respondent/defendant: Mark Robert Fry; Respondent/defendant: Neil John Mather; Claimant: Core VCT plc (in liquidation); Claimant: Core VCT IV plc (in liquidation); Claimant: Core VCT V plc (in liquidation); Defendants: Soho Square Capital LLP and 12 Others
Jurisdiction
England and Wales
Judgment Date
12 September 2024
Procedural Posture
Insolvency Application and Part 7 Claim / Application to Lift Stays on Proceedings
Outcome
Stays on the insolvency application and Part 7 claim discharged; proceedings may continue.
Legal Topics
Members Voluntary Liquidation (mvl), Liquidator Powers, Shareholder Rights, Court's Power to Lift Stays, Section 112 Insolvency Act 1986, Section 212 Insolvency Act 1986
Insolvency Law Company Law Members Voluntary Liquidation (mvl) Liquidator Powers Shareholder Rights Court's Power to Lift Stays Section 112 Insolvency Act 1986 Section 212 Insolvency Act 1986

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Parties

Laurence Pagden and 3 Others

Applicants/claimants

Mark Robert Fry

Respondent/defendant

Neil John Mather

Respondent/defendant

Core VCT plc (in liquidation)

Claimant

Core VCT IV plc (in liquidation)

Claimant

Core VCT V plc (in liquidation)

Claimant

Soho Square Capital LLP and 12 Others

Defendants

Procedural Posture

Insolvency Application and Part 7 Claim / Application to Lift Stays on Proceedings

Legal Issues

  1. 1 Whether the stays on the insolvency application and Part 7 claim should be lifted
  2. 2 Whether shareholders must be consulted before liquidators pursue litigation in an MVL
  3. 3 Extent of shareholders' powers to control liquidators' actions in an MVL

Ratio Decidendi

Shareholders in an MVL do not have the right to control or require further meetings to direct the liquidator’s actions; the liquidator has statutory authority to pursue claims, and the stays should be lifted as there is no legal basis for further shareholder consultation.

Court Disposition

Stays on the insolvency application and Part 7 claim discharged; proceedings may continue.

Orders

  • Stays on both the insolvency application and Part 7 claim are lifted.