Pagden & Ors v Fry & Anor [2024] EWHC 2657 (Ch) (25 September 2024)

Pagden & Ors v Fry & Anor [2024] EWHC 2657 (Ch) (25 September 2024)

Liquidators have statutory authority to pursue claims without shareholder control; stays should be lifted as no legal or policy basis exists for requiring further shareholder meetings.

Citation
[2024] EWHC 2657 (Ch)
Parties
Applicants/claimants: Laurence Pagden and 3 Others; Respondent: Mark Robert Fry; Respondent: Neil John Mather; Claimant: Core VCT plc (in liquidation); Claimant: Core VCT IV plc (in liquidation); Claimant: Core VCT V plc (in liquidation); Defendant: Soho Square Capital LLP; Defendant: Second Defendant (Mr Fakhry); Defendant: Third Defendant (Mr Edwards); Defendants: Fourth to Eighth Defendants; Defendants: Ninth and Tenth Defendants; Defendants: Eleventh and Twelfth Defendants; Defendant: Thirteenth Defendant
Jurisdiction
England and Wales
Judgment Date
25 September 2024
Procedural Posture
Application to Lift Stays in Insolvency and Company Proceedings / Post Liquidator Review, Application to Lift Stays
Outcome
Stays discharged; applications to lift stays granted.
Legal Topics
Members Voluntary Liquidation, Liquidator Powers, Shareholder Rights, Stay of Proceedings
Insolvency Company Law Members Voluntary Liquidation Liquidator Powers Shareholder Rights Stay of Proceedings

Case Brief

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Parties

Laurence Pagden and 3 Others

Applicants/claimants

Mark Robert Fry

Respondent

Neil John Mather

Respondent

Core VCT plc (in liquidation)

Claimant

Core VCT IV plc (in liquidation)

Claimant

Core VCT V plc (in liquidation)

Claimant

Soho Square Capital LLP

Defendant

Second Defendant (Mr Fakhry)

Defendant

Third Defendant (Mr Edwards)

Defendant

Fourth to Eighth Defendants

Defendants

Ninth and Tenth Defendants

Defendants

Eleventh and Twelfth Defendants

Defendants

Thirteenth Defendant

Defendant

Procedural Posture

Application to Lift Stays in Insolvency and Company Proceedings / Post Liquidator Review, Application to Lift Stays

Legal Issues

  1. 1 Whether stays on insolvency and Part 7 proceedings should be lifted
  2. 2 Whether shareholders must be consulted before liquidators pursue claims

Ratio Decidendi

Liquidators have statutory authority to pursue claims without shareholder control; stays should be lifted as no legal or policy basis exists for requiring further shareholder meetings.

Court Disposition

Stays discharged; applications to lift stays granted.

Orders

  • Stays on insolvency application and Part 7 claim are lifted.
  • No requirement for further shareholder meetings before claims proceed.