McKillen v Misland (Cyprus) Investments Ltd & Ors

McKillen v Misland (Cyprus) Investments Ltd & Ors

Disclosure and further information must be provided regarding attempts to raise finance for purchase of shares, including negotiations with third parties, financial circumstances, and security offered, as these are relevant to the pleaded case and prospective lenders' requirements; confidentiality regime is justified to protect sensitive information.

Parties
Petitioner/claimant: Patrick McKillen; Respondent/defendant: Misland (Cyprus) Investments Limited; Respondent/defendant: Derek Quinlan; Respondent/defendant: Ellerman Corporation Limited; Respondent/defendant: B Overseas Limited; Respondent/defendant: Richard Faber; Respondent/defendant: Michael Seal; Respondent/defendant: Rigel Mowatt; Respondent/defendant: Coroin Limited; Defendant: Sir David Rowat Barclay; Defendant: Sir Frederick Hugh Barclay; Defendant: Maybourne Finance Limited; Defendant: The Trustees of the Sir David and Sir Frederick Barclay Family Settlements; Defendant: National Asset Loan Management Limited; Third Party: Barclays Bank plc; Non Party: Mrs. Siobhan Quinlan
Jurisdiction
England and Wales
Judgment Date
28 February 2012
Procedural Posture
Company Law Petition and Claim / Interlocutory Application for Further Information and Specific Disclosure
Outcome
Application for further information and specific disclosure granted with modifications and confidentiality regime imposed.
Legal Topics
Disclosure, Further Information, Preemption Rights, Confidentiality Regime
Company Law Civil Procedure Disclosure Further Information Preemption Rights Confidentiality Regime

Case Brief

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Parties

Patrick McKillen

Petitioner/claimant

Misland (Cyprus) Investments Limited

Respondent/defendant

Derek Quinlan

Respondent/defendant

Ellerman Corporation Limited

Respondent/defendant

B Overseas Limited

Respondent/defendant

Richard Faber

Respondent/defendant

Michael Seal

Respondent/defendant

Rigel Mowatt

Respondent/defendant

Coroin Limited

Respondent/defendant

Sir David Rowat Barclay

Defendant

Sir Frederick Hugh Barclay

Defendant

Maybourne Finance Limited

Defendant

The Trustees of the Sir David and Sir Frederick Barclay Family Settlements

Defendant

National Asset Loan Management Limited

Defendant

Barclays Bank plc

Third Party

Mrs. Siobhan Quinlan

Non Party

Procedural Posture

Company Law Petition and Claim / Interlocutory Application for Further Information and Specific Disclosure

Legal Issues

  1. 1 Whether the petitioner must provide further information and specific disclosure regarding attempts to raise finance for purchase of shares under preemption provisions
  2. 2 Scope and timing of disclosure relating to financial circumstances and negotiations with funders
  3. 3 Appropriateness of confidentiality regime for disclosed documents

Ratio Decidendi

Disclosure and further information must be provided regarding attempts to raise finance for purchase of shares, including negotiations with third parties, financial circumstances, and security offered, as these are relevant to the pleaded case and prospective lenders' requirements; confidentiality regime is justified to protect sensitive information.

Court Disposition

Application for further information and specific disclosure granted with modifications and confidentiality regime imposed.

Orders

  • Petitioner to provide further information regarding discussions with third parties, identity of parties, amount of funding sought, security offered, and terms agreed.
  • Petitioner to conduct proper search and give standard disclosure by list of all documents in his control relating to ability to fund or raise finance for purchase of shares, limited to specified categories.