Cohen & Anor v Co-Operative Group Ltd & Ors [2026] EWHC 1228 (Ch) (21 May 2026)

Cohen & Anor v Co-Operative Group Ltd & Ors [2026] EWHC 1228 (Ch) (21 May 2026)

The withdrawals of share capital were not for no consideration; the original subscription monies constituted valid consideration. Therefore, the transaction was not at an undervalue under s.238 IA 1986. Even if this were incorrect, the Respondents rebutted the presumption of desire to prefer under s.239, and the statutory defence under s.238(5) would apply. The application was dismissed.

Citation
[2026] EWHC 1228 (Ch)
Parties
Applicant (joint Liquidator): Malcolm Cohen; Applicant (joint Liquidator): Shane Crooks; Respondent: Co-operative Group Limited; Respondent: Co-operative Group Food Limited; Respondent: Co-operative Foodstores Limited; Respondent: Rochpion Properties (4) LLP
Jurisdiction
England and Wales
Judgment Date
21 May 2026
Procedural Posture
Insolvency Application (transaction at Undervalue/preference) / First Instance Judgment
Outcome
Application dismissed
Legal Topics
Transaction at Undervalue, Preference, Liquidation, Directors' Duties, Corporate Restructuring
Insolvency Law Company Law Transaction at Undervalue Preference Liquidation Directors' Duties Corporate Restructuring

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Parties

Malcolm Cohen

Applicant (joint Liquidator)

Shane Crooks

Applicant (joint Liquidator)

Co-operative Group Limited

Respondent

Co-operative Group Food Limited

Respondent

Co-operative Foodstores Limited

Respondent

Rochpion Properties (4) LLP

Respondent

Procedural Posture

Insolvency Application (transaction at Undervalue/preference) / First Instance Judgment

Legal Issues

  1. 1 Whether the withdrawals of share capital and/or the wider transaction constituted a transaction at an undervalue under s.238 Insolvency Act 1986
  2. 2 Whether the transactions constituted a preference under s.239 Insolvency Act 1986
  3. 3 Whether there was consideration for the withdrawals of share capital

Ratio Decidendi

The withdrawals of share capital were not for no consideration; the original subscription monies constituted valid consideration. Therefore, the transaction was not at an undervalue under s.238 IA 1986. Even if this were incorrect, the Respondents rebutted the presumption of desire to prefer under s.239, and the statutory defence under s.238(5) would apply. The application was dismissed.

Court Disposition

Application dismissed