England and Wales Case Law

Esken Limited (Overseas Company Number FC041629), Re

Esken Limited, though incorporated in Guernsey, validly entered creditors' voluntary liquidation under paragraph 83 of Schedule B1 to the Insolvency Act 1986 because its COMI is in England, and section 221(4) does not prohibit this route. The court confirms the voluntary winding up for EU Regulation purposes.

Source excerpt

• Administration to liquidation transition
• Centre of main interests (comi)
• Winding up of overseas companies
• Application of eu regulation post-brexit

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Cohen & Anor v Co-Operative Group Ltd & Ors

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

The High Court considered whether Project Chicago share withdrawals and transfers were transactions at an undervalue or preferences under the Insolvency Act 1986.

• Transaction at undervalue
• Preference
• Liquidation
• Directors' duties
• Corporate restructuring
• Transaction-at-undervalue

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The Secretary of State for Business and Trade v Aurel Stan

A director was disqualified for four years after overstating turnover to secure a Bounce-Back Loan above the company’s entitlement. Compensation of £19,752 was ordered.

• Directors disqualification
• Bounce-back loan scheme
• Misstatement of turnover
• Compensation orders
• Directors-disqualification
• Bounce-back-loan-scheme

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The Secretary of State for Business And Trade v Stan

The Secretary of State for Business And Trade v Stan [2026] EWHC 1164 (Ch) (18 May 2026)

The High Court found that overstating turnover in a Bounce-Back Loan application made the director unfit, ordering four years' disqualification and compensation.

• Directors' disqualification
• Bounce-back loan scheme
• Misstatement of turnover
• Compensation orders
• Company directors disqualification act 1986
• Directors-disqualification

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Benjamin Daniel Sparks & Anor v Emma Ashton Thomas & Ors

Benjamin Daniel Sparks & Anor v Emma Ashton Thomas & Ors [2026] EWHC 1173 (Admin) (15 May 2026)

The High Court partly allowed an unfair prejudice petition, finding Mr Sparks had been excluded from management without objective justification and ordering a fair-value share purchase.

• Unfair prejudice
• Director duties
• Shareholder disputes
• Winding up on just and equitable grounds
• Share purchase orders
• Unfair-prejudice

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Benjamin Daniel Sparks & Anor v Emma Ashton Thomas & Ors

The court found Mr Sparks had been unfairly excluded from management of Ngage and ordered a share purchase at fair value, without a minority discount.

• Unfair prejudice
• Director duties
• Share purchase order
• Winding up
• Valuation of shares
• Unfair-prejudice

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Henderson & Jones Limited v Stephanie Chambers & Anor

The High Court dismissed a summary judgment application in an insolvency/company dispute, adjourned trial, and held the respondents had a realistic prospect of defending the claims.

• Summary judgment
• Creditors’ voluntary liquidation (cvl)
• Assignment of claims
• Directors’ duties
• Breach of trust
• Misfeasance

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HSJ Consultancy Limited (in liquidation), Re

The High Court held that directors breached their duties by entering aggressive tax schemes without proper creditor consideration and ordered them to repay £436,500.

• Directors' duties
• Breach of fiduciary duty
• Misfeasance
• Limitation
• Equitable compensation
• Tax avoidance schemes

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Iguanas Holdings Limited, Re

The High Court approved directions to convene creditor meetings for a Part 26A restructuring plan for Iguanas Holdings Limited, excluding objecting Class A landlords.

• Restructuring plan
• Class constitution
• Creditor meetings
• Jurisdictional preconditions
• Notice requirements
• Restructuring-plan

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Waldorf Production UK Plc, Re

The High Court sanctioned Waldorf Production UK Plc’s restructuring plan and crammed down HMRC, finding the plan fair and the no worse off test met.

• Restructuring plan
• Cross-class cram down
• Jurisdiction over hmrc
• No worse off test
• Fairness of restructuring
• Tax losses

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