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England and Wales Case Law

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Company law

Neil Leslie Humphrey & Anor v Paul Craig Bennett & Ors

The High Court refused to strike out a knowing receipt claim and allowed amendments adding unjust enrichment, dishonest assistance, unlawful conspiracy, and Companies Act claims.

  • Derivative actions
  • Knowing receipt
  • Dishonest assistance
  • Unjust enrichment
  • Unlawful means conspiracy
  • Substantial property transactions
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Company law [2023] EWHC 1521 (Ch)

Metal NRG PLC v BritEnergy Holdings LLP & Ors

Metal NRG PLC v BritEnergy Holdings LLP & Ors [2023] EWHC 1521 (Ch) (17 March 2023)

The High Court refused permission to appeal, holding that five April 2021 documents formed a single arrangement under s.190 Companies Act 2006.

  • Substantial property transactions
  • Shareholder approval
  • Section 190 companies act 2006
  • Summary judgment
  • Arrangements under company law
  • Companies-act-2006
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Company law

Metal NRG Plc v Britenergy Holdings LLP & Ors

The High Court refused permission to appeal on whether five April 2021 documents formed one “arrangement” under s.190 Companies Act 2006.

  • Substantial property transactions
  • Shareholder approval
  • Arrangement under s.190 companies act 2006
  • Summary judgment
  • Company-law
  • Shareholder-approval
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Company law

Stubbins Marketing Ltd v Stubbins Food Partnerships Ltd & Ors

High Court company law judgment on a family business restructure, examining Duomatic consent, directors’ duties, and liability for a substantial property transaction.

  • Directors' duties
  • Breach of fiduciary duty
  • Substantial property transactions
  • Shareholder consent (duomatic principle)
  • Remedies for breach of duty
  • Valuation of company assets
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Company law [2018] EWHC 3082 (Comm)

Terry & Ors v Watchstone Ltd

Terry & Ors v Watchstone Ltd [2018] EWHC 3082 (Comm) (16 November 2018)

The High Court held that Watchstone Limited had agreed an indemnity for the claimants’ tax liabilities arising from the 2011 sale of shares, and the company’s restitution counterclaim failed.

  • Directors' duties
  • Substantial property transactions
  • Tax indemnity
  • Oral agreements
  • Shareholder approval
  • Restitution
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Company law

Hedger v Adams

The High Court dismissed a liquidator’s claim against a former director arising from a pre-liquidation asset sale, finding no breach of duty and no recoverable loss.

  • Directors' duties
  • Breach of fiduciary duty
  • Substantial property transactions
  • Liquidation
  • Assessment of loss
  • Directors-duties
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Insolvency [2015] EWHC 2540 (Ch)

Hedger v Adams

Hedger v Adams [2015] EWHC 2540 (Ch) (02 September 2015)

Liquidator’s misfeasance claim over a pre-liquidation asset sale to a connected company failed; the court found no breach of duty and no loss.

  • Director's duties
  • Breach of fiduciary duty
  • Substantial property transactions
  • Liquidation
  • Assessment of loss
  • Directors-duties
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Company law

Smithton Ltd v Naggar

The Court of Appeal dismissed Smithton’s appeal, holding that Mr Naggar was neither a de facto nor shadow director and that section 190 CA 2006 did not apply.

  • De facto director
  • Shadow director
  • Section 190 companies act 2006
  • Corporate governance
  • Substantial property transactions
  • Company-law
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Company law [2014] EWCA Civ 939

Smithton Ltd v Naggar

Smithton Ltd v Naggar [2014] EWCA Civ 939 (10 July 2014)

The Court of Appeal dismissed Smithton’s appeal, upholding the finding that Mr Naggar was neither a de facto nor shadow director and that section 190 CA 2006 was not engaged.

  • De facto director
  • Shadow director
  • Section 190 companies act 2006
  • Substantial property transactions
  • Corporate governance structure
  • De-facto-director
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England and Wales decisions are organised by court, judge, legal area and indexed issue so a practitioner can move from a proposition to a citable authority with the surrounding context intact.