Lisa Linklater KC

Call 1995
Silk 2022

linklaterkc@exchangechambers.co.uk

“Lisa is very strong technically; she fights the clients’ corner... & knows the law inside out.”

Chambers & Partners 2024, Tier 1

“Lisa Linklater K.C. commanded the mediation... her confidence & knowledge were second to none.”

Client in shareholder dispute, 2023
Photo of Lisa Linklater KC

Practice Overview

Lisa Linklater K.C. is a leading silk with an established reputation nationally for her expertise, advocacy, advice and strategic excellence in the following fields of practice:

  • Shareholder disputes (unfair prejudice petitions, just and equitable winding up petitions, derivative claims and breaches of and exits under shareholder agreements);
  • Partnership and LLP disputes;
  • Joint venture disputes;
  • Claims against directors;
  • Corporate and personal insolvency and restructuring (administrations, liquidations, CVAs, the new moratorium and restructuring plans):
    • Claims against directors and accomplices (including breaches of directors’ duties, misfeasance, knowing assistance, knowing receipt, conspiracy, wrongful trading, loan accounts and unlawful dividends).
    • Technical applications within corporate insolvency involving novel points of law under the Insolvency Act 1986, cross-border issues or wider legal issues such as property.
    • Issues relating to fixed and floating charges, including priority of charge holders and creditors.
    • Office holder claims under the Insolvency Act 1986 (transactions at an undervalue, transactions defrauding creditors, preferences, wrongful and fraudulent trading).
    • Asset recovery (e.g. trusts, real property, tracing and retention of title).
    • Contested administration applications and winding up petitions.
    • Challenges to CVAs.
  • Contractual claims of all types (particularly share and business sale agreements and shareholder agreements), including the arbitration of such disputes or their resolution by expert determination;
  • Law of Property Act receiverships;
  • Mortgages, debentures and other forms of security; and
  • Proprietary estoppel.
  • Claims in restitution.

Lisa is recommended as a Band 1 silk by both Chambers and Partners UK Bar 2024 and Legal 500 UK Bar 2024, which recognise the strength of Lisa’s skills in Commercial Dispute Resolution, Chancery and Insolvency and restructuring. Recent clients also note the high quality of Lisa’s service and client care.  For example, a client Lisa successfully represented in a shareholder dispute that concluded in 2023 stated “Lisa provided a great service and her insight into the case was very helpful. Her communication was always prompt.”

Lisa brings a commercial, creative, collaborative, strategic and practical approach to advancing her clients’ objectives. She is valued for her ability to  bring out the best in the legal teams she is leading, cultivating cohesive and collaborative teams to effectively advance the clients’ cases.

Lisa’s significant experience and expertise as lead trial Counsel underpins her strategic excellence on evidential issues at all stages of a dispute.

Lisa is adept in cases involving forensic accounting, digital forensic expert reports and other specialist and expert evidence, including the cross-examination of such experts.

Lisa served as Junior Counsel to the Crown (Attorney General’s Regional Panel) for three consecutive terms (18 years) and was regularly instructed by the Secretary of State for Business, Energy and Industrial Strategy in high-profile, complex company director disqualification applications and public interest winding up petitions, as well as by HM Revenue and Customs in precedent-setting cases and multi-million pound tax fraud cases.  She is currently instructed as lead Counsel by the Secretary of State for Business and Trade in a complex director disqualification in the retail sector.

Recent highlights of Lisa’s practice include:

Shareholder Disputes

  • Successfully securing the purchase of minority shareholder’s shares by majority shareholder Respondents to unfair prejudice petition under s994 Companies Act 2006 and related claims involving niche antiques businesses in Mayfair, London and Hamburg, Germany in a dispute between two families that had lasted over ten years (2021 – 2023 in case listed for trial in HCt, BPC in 2024).
  • Successfully securing purchases of the shareholdings of minority shareholders in privately owned companies following the presentation of an unfair prejudice petition under s994 Companies Act 2006 in the following situations:
    • Petitioner inherited shares from her late husband in company in the engineering sector, involving 6 companies and a lengthy factual history (2021 onwards, case settled before trial in HCt, BPC on liability in 2023).  Case involved complex legal issues as to whether there was a quasi-partnership and whether a minority shareholder discount should be applied.
    • Company in the hospitality sector in London.  The petition included allegations of potential tax evasion (2021 onwards, case settled before trial in HCt, BPC in 2023).
    • Dispute between former friends in hard-fought combined unfair prejudice and just and equitable petitions in respect of two substantial property developments in Manchester (2019 onwards, case settled in 2023).
  • Acted for 3 shareholders in successful resolution of threatened unfair prejudice petition under s994 Companies Act 2006, valued by the Petitioner in excess of £6 million involving complex factual issues spanning 30 years, a discretionary trust and allegations of excessive remuneration and failure by directors to recommend dividends. Complex and valuable legal issues on whether or not a minority shareholder discount should be applied and forecasting issues on valuation of Petitioner’s shareholding in light of the Covid pandemic.  Company in the manufacturing sector. Resolved successfully at mediation before issue of proceedings (2021 – 2022).
  • See further Lisa’s company CV.

Corporate and Personal Insolvency

  • Re Torotrak plc (in liquidation)[2023] EWHC 115 (Ch): Successfully secured directions from the High Court for liquidators in an application involving novel issues arising from a proposed distribution in a liquidation to a significant number of members, residing around the globe (2023).
  • Advising LPA receivers and lender in respect of priority between a debenture and option agreement, involving lending of £9 million (2023).
  • Advising and acting as lead Counsel for the Secretary of State for Business and Trade in a director disqualification matter in the retail sector (2023).
  • Cleveland Bridge UK Limited (in administration): Successfully secured directions from the High Court for joint administrators of a former global leader in the design of complex structures including the Shard on a complex application relating to the distribution of £7 million. The application involved novel issues relating to fixed and floating charges, the equitable doctrine of marshalling, substantial preferential creditor claims by HM Revenue and Customs and Saudi law (2022).
  • Advising high-profile respondent to statutory demand for £11.7 million and involving complex issues on the construction of a suite of finance documentation and issues relating to the release of collateral security over property with development potential (2022).
  • Securing a favourable settlement for the defendants to a £5 million misfeasance and transaction defrauding creditors claim, brought by the liquidators of an offshore partnership that had moved onshore in long-running HCt BPC proceedings (2018 – 2021).

Commercial Litigation

  • Successfully securing in HCt, BPC the dismissal of an application for an interim injunction to prevent a finance house from enforcing its security in respect of a substantial property development, involving a debt of over £1 million (2023).
  • Successfully securing the discontinuance of a claim in restitution against a director in respect of tax liabilities relating to an employee benefit trust, shortly before the trial of the claim (2023).
  • Advising and acting for shareholders and lenders in respect of proposed interim injunction for breach of a shareholders’ agreement in dispute involving a substantial property development in the North West with an interface with a planning appeal (2023).
  • Successfully deflected threatened removal as a director of a company of client who was accused of tax evasion, securing important strategic success in bitter dispute between family members of a business in the leisure sector. Lisa acted in parallel with other silks in different fields of specialism (2022).
  • Acting in a factually and legally complex property dispute spanning 40 years within a family in respect of a property portfolio valued at c. £4m and alleged partnership, in which she led other Counsel (2020).

Commercial Contract Disputes

  • Acting in respect of a public contract relating to substantial property development (2023).
  • Acting in respect of claim for earn-out of up to £11 million under a share purchase agreement in the technology sector (2023).
  • Advising in respect of the construction of contract relating to the supply of test kits for coronavirus (2022).
  • Successfully acted for construction company in claim for specific performance of contract to purchase land with a contract value of £4m in a dispute that had lasted 10 years (2020 – 2021).

Commercial Fraud

  • Acting in alleged claim by company administrators of £12 million for alleged knowing assistance and knowing receipt of breach of trust and alleged breaches of directors’ duties.  Lisa is collaborating with Jersey lawyers in respect of a freezing order obtained in the Royal Court of Jersey (2023).
  • Successfully acted for Petitioner in unfair prejudice petition under s994 of the Companies Act 2006, involving allegations of tax evasion in respect of a company in the hospitality sector in London (2021 onwards, settled before trial listed in 2023).
  • Successfully obtaining the withdrawal of an appeal against an assessment of over £1m in a complex MTIC tax fraud involving precedent legal issues and in which the fraud had taken place in Poland and Hungary (2016 – 2021)

Lisa is widely published in her fields of specialism, including in Sweet & Maxwell’s Insolvency Intelligence, R3’s Recovery and the Company Lawyer. She is a member of the editorial advisory board of the Company Lawyer. Recent seminars by Lisa include Shareholder Disputes, the Art of Share Valuation, Directors’ Duties, the New Moratorium and Restructuring Plans introduced by the Corporate Insolvency and Governance Act 2020. Lisa is also a member of the advisory board of the Centre for Business Law and Practice at the University of Leeds.

She is vice-chair of the Northern Business and Property Bar Association.

Cases

In addition to the above recent highlights, the following are further illustrations of Lisa’s depth of experience in her specialist fields of practice:

SHAREHOLDER DISPUTES

Lisa has a very strong practice in shareholder disputes, built from extensive experience, expertise and repeat instructions in this area.  More detail is on Lisa’s company CV.

  • Current instructions include acting for Petitioners and Respondents under s994 Companies Act 2006 in respect of companies in the following businesses: Online gaming business, manufacturer of packaging,a Michelin starred restaurant, a homecare services provider for the elderly and disabled, a substantial online retail business and a niche agricultural services supplier. The companies involved are based in a wide range of geographic locations throughout England and Wales.
  • Acting in claim for specific performance of shareholders’ agreement, requiring shares to be transferred for nil consideration, including responding to claim that the shareholders’ agreement is forged (2022 – ).
  • Advising shareholder in substantial retail business in Yorkshire on exit strategy involving points of construction and application of shareholders’ agreement, in particular how “fair value” was defined (2023).
  • Hopkinson v Hopkinson(2021): unfair prejudice petition involving a substantial company in the retail sector and cross-claim for proprietary estoppel of shareholding.  Resolved favourably at mediation before 2 week HC trial on liability.
  • Unwin v Bond [2020] EWHC 1769 (Comm),a precedent case on good faith clauses in shareholder agreements and one of the first trials to take place remotely in the wake of the Covid-19 pandemic.
  • MFW Developments Ltd [2019] EWHC 3725 (Ch): Successfully obtained rare “Wallersteiner” indemnity order, permission to continue derivative claim, injunctions and subsequent appointment of receiver over £1m. Claim against director is for misappropriation of £2.5m from the company. Instructed from 2018 to settlement and conclusion in 2022.
  • Hague v Greenwood & ors [2019] EWHC 699 (Ch): Acted for director/shareholder, alleged to have diverted contract for supply of materials for construction of flood defences in North Yorkshire, in defending derivative action and related claims to land owned by the director/shareholder in 2 week trial in HCt.
  • Secured settlement of just under £1 million for a shareholder in unfair prejudice petition proceedings involving a company specialising in niche pipeline product supplies, just before a 5-day trial (2018) (High Court, Manchester).
  • Successfully advised and acted for shareholders in valuable crowd-funded property development company in Cheshire in realising their investment by just and equitable petition (2018).
  • Akyol v Icel [2017] EWHC 3280 (Ch): 2-week HC trial of unfair prejudice petition before HHJ Klein sitting as a High Court Judge. Very complex factually, involving 3 companies & 27 claims spanning 30 years, cross-examination of factual and expert witnesses and very high emotions. Lisa secured the dismissal of 90% of the claims and the reduction of the claim of over £1 million by 50%.
  • Advised and represented an equal corporate shareholder of a special purpose company whose business was to install and operate a wind turbine on a remote island in Scotland in just and equitable petition and alleged breach of shareholders’ agreement (2016) (HCt).
  • Lisa successfully acted for the Claimant in obtaining just under £1 million in a contractual dispute between equal shareholders in companies with the benefit of options to develop land for housing in North Yorkshire. The case settled on the first day of a 7-day trial in HCt (2015).
  • Successfully acted (with Mark Cawson QC of Exchange Chambers) for a minority shareholder in a major print business in Yorkshire, obtaining a share sale order by an unfair prejudice petition (2013) (HCt).

CORPORATE AND PERSONAL INSOLVENCY

Lisa has been recommended as a leading barrister in insolvency in legal directories for many years. She continues to be a very popular choice for a variety of instructions in both corporate and personal insolvency. Further detail is included in Lisa’s insolvency website entry.

  • Advising household name and successfully securing settlement in collaboration with instructing solicitors in responding to claims by the liquidators further to s127 Insolvency Act 1986 (2022).
  • Advising a construction company as to whether claims in excess of £1m for alleged breach of a design and construction contract for 66 homes were within or outside a company voluntary arrangement. Working within a solicitor team including specialists in construction and insolvency law (2022).
  • Laurence Bassini v Inner Circle Investments Limited & ors [2019] EWHC 3024 (Comm)(Snowden J): Successfully acted for the administrator of the holding company of Bolton Wanderers football club in obtaining indemnity costs following an unsuccessful application for an injunction.
  • Acted for trustee in bankruptcy in long-running second bankruptcy with myriad of issues including significant undisclosed assets and a high value of creditors (2020 – 2022).
  • Assisting liquidator in claims of over £1 million against directors for breaches of their duties and wrongful trading where complex limitation issues arise (2018 – 2019).
  • Acting for defendant directors and parent company in obtaining an early and favourable settlement of threatened claim by liquidators for breaches of directors’ duties, unlawful dividends and transfer of assets at an undervalue, valued at over £1 million (2018).
  • Obtaining an income payments order of in excess of £500,000 for trustees in bankruptcy in a bankruptcy involving complex financial dealings (2018).
  • Re Graico Property Co Ltd (in administration) [2017] BCC 15 (Norris J)
  • Successfully obtaining settlement for Defendants to serious claims of knowing assistance, knowing receipt and related tracing claims, brought by a company registered in Gibraltar, acting by its liquidators where the claims and costs were in excess of £1 million. The case settled at the court door (2017) (High Court, Manchester).
  • Successfully representing a former multi-millionaire, made bankrupt following his participation in an aggressive tax scheme, in opposing an application by his trustee in bankruptcy to suspend his discharge from bankruptcy on grounds of alleged failure to cooperate (2015).
  • Pettit v Novacovic[2007] BCC 462 (Norris J) Succeeded in obtaining payment from agent who had received monies, post-bankruptcy, distinguishing Hollicourt (Contracts) Ltd v Bank of Ireland in bankruptcy context. Acted on behalf of office holder.
  • Re Johnson[2006] BPIR 987 (HHJ Roger Kaye QC) Represented Official Receiver in precedent case on application by discharged bankrupt for an annulment.

 

DIRECTORS’ DUTIES AND OTHER FIDUCIARIES

Lisa has a very strong practice in directors’ duties, both in shareholder disputes and claims against directors in liquidations and administrations, examples of which are set out above and further detail of which is on Lisa’s company and insolvency CVs.

COMMERCIAL CONTRACT DISPUTES

Lisa has a very busy practice in contractual disputes in which her commercial acumen and attention to detail are valued. She has particular experience in share sale and business disputes.

  • Acting in claim for specific performance of shareholders’ agreement, requiring shares to be transferred for nil consideration, including responding to claim that a shareholders’ agreement has been forged (2022 – 2023).
  • Advising on and acting in respect of the construction of a wide range of supply contracts in different sectors, share sale and business disputes shareholder agreements, the merits of proceedings for breach of contract and consequent litigation (2021 – 2023).
  • Advising a local authority on successfully exiting an onerous contract relating to mortuary services (2019).
  • Successfully defending a claim under a joint venture agreement and by proprietary estoppel to a valuable quarry at an 8-day trial (HCt – 2019).
  • [2019] EWHC 546 (Ch) and [2019] EWHC 1928 (Ch): Successfully defended challenge to the English High Court’s jurisdiction and claim that England was forum non conveniens, securing payment of debt and withdrawal of claim in Northern Ireland for over £1.7 million.
  • Representing a Yorkshire Fastest 50 company in defending a claim brought by a commercial agent for in excess of £2.5 million in alleged unpaid commission (2018).
  • Advising in alleged breach of contract claim relating to project in Dubai (2018).
  • Successfully acted for sellers of shares in claim against purchasers for breach of share purchase agreement involving a company providing car repair services for insurers. Case settled before issue of proceedings (2017).
  • Atlantisrealm Ltd v Intelligent Land Investments (Renewable Energy) Ltd[2017] EWCA Civ 1029, [2017] C.P. Rep. 39, [2017] EWHC 564 (TCC): Acted for the Claimant in a substantial claim of over £1 million for breach of warranties in a share purchase agreement involving a wind farm in Scotland. The case settled before a 10-day trial and following a high-profile appeal centred on disclosure of legally professionally privileged documents by the Defendant.
  • Lisa successfully acted for a major commercial landscaping company in obtaining settlement of a claim of just under £1 million in the Mercantile Court against a local authority. The claim was for breach of a public sector contract relating to groundworks in parks, schools and other amenities under the control of the local authority (2015) (HCt).
  • Successfully defended seller of shares in claim for alleged breach of warranties in a share sale agreement relating to a debt collection company in a case involving complex forensic accounting issues on the issue of liability (2015) (HCt).

COMMERCIAL LITIGATION

In addition to the cases noted above, Lisa has a wealth of experience in acting for a range of businesses in a variety of commercial disputes.

  • Wybone Limited: Successfully defended serious allegations and defeated injunction application against client director in respect of management of successful company (2020)(HCt).
  • [2019] EWHC 546 (Ch) and [2019] EWHC 1928 (Ch): Successfully defended challenge to the English High Court’s jurisdiction and claim that England was forum non conveniens, securing payment of debt and withdrawal of claim in Northern Ireland for over £1.7 million (HCt).
  • Northgate Lighting Limited v Brite Source PTE Limited (2019): Acted for Singaporean company in disputed winding up petition relating to lighting supplies valued at $2.2 million worth of supplies (HCt).
  • Acted for Sports Direct in defending emergency application for delivery up of items in High Street stores following the purchase of House of Fraser (in administration) (2018) (HCt).
  • Representing company that bought a pharmaceutical business from a company in administration in claims brought by the administrators that the terms of the business sale agreement have been breached (2017) (HCt).
  • Successfully defending injunctive relief proceedings brought by a major manufacturer of bed products that had purchased a portfolio of properties from administrators in a “fire sale” and obtaining a favourable settlement of claim before a six day trial. The claim centred on allegations of civil fraud and was related to high profile criminal proceedings relating to the premises (2016) (HCt).
  • Successfully obtained freezing order for leading travel company, based in Yorkshire (2015) (HCt).
  • Advised and represented leading household name in the energy sector in dispute relating to power station in the North West (2015)(HCt).
  • Obtained injunction on behalf of an academy in West Yorkshire to help secure pupils and employees following violent threats by a pupil (2014).
  • Close Asset Finance Limited v B & ors: Defended application for repossession of specialist machinery, used to make medical milk for export pursuant to licence, and subject to hire purchase agreements, brought by finance house. The first hearing of the application settled, preserving use of machinery for client during administration (2015) (HCt).
  • Oxford RFS v AP & ors(2013) (Briggs J) Successfully obtained an interim injunction on behalf of a company against a former employee restraining use of confidential information and records taken in a developing technology in the energy sector and subsequently successfully settled claim.
  • Paragon Mortgages Ltd v MP [2011] All ER (D) 65 (David Steel J) Acted for borrower in multi-million pound claims under guarantees and on personal mortgages of buy to let properties in Leeds where LPA receivers had been appointed.
  • Lowes v W Machell Joinery Ltd [2011] EWCA Civ 794, [2012] 1 All ER (Comm) 153 and [2011] EWCA Civ 798 (Rix LJ, Lloyd LJ and Lewison J) Whether a staircase was unfit for purpose under the Sale of Goods Act 1979 due to non-compliance with Building Regulations and the extent to which new points may be taken on appeal and costs consequences.
  • GE Money Home Lending Ltd v H C Wolton & Sons Ltd (t/a Wolton Chartered Surveyors) [2010] All ER (D) 116 (May) [2010] PNLR 28 (HHJ Behrens) Whether or not claim form in professional negligence proceedings could be amended in respect of name of one of the parties outside limitation period.
  • Michael Gerson (Leasing) Ltd v Loach and others [2002] All ER (D) 147 (Jul) (Court of Appeal) (Pill LJ, Robert Walker LJ and Sir Martin Nourse) Succeeded in appeal on issue of construction of chattel leasing agreement.

 

PARTNERSHIP AND LLP DISPUTES

Lisa has depth of experience in partnership and LLP disputes.

  • Successfully acted for defendant to claims of approximately £1 million in respect of solicitors’ partnership in legally and factually complex claim. Case involved complex limitation issues and an entangled factual history (2020 – 2022).
  • Representing a partner in a family farming partnership in a dispute involving an enviable Yorkshire Wolds arable farm valued in excess of £6 million in which a proprietary estoppel claim was made (2018).
  • Representing a partner in a family farming partnership in a dispute with assets valued at in excess of £2 million (2018).
  • Advising a liquidator of a LLP in respect of recoveries against members (2017) (London).
  • Defending claim brought against retired partner of a partnership between solicitors based on construction of retirement deed (2016).
  • Acting for finance director of solicitors’ limited liability partnership in dispute as to whether or not he is a “good” or “bad” leaver and can reclaim capital introduced (2016).
  • Acted for doctor in a partnership in respect of liabilities for shared expenses of the medical practice (2015).

REAL PROPERTY AND TRUSTS

Lisa has a range of experience in real property and trusts. She has acted on proprietary estoppel claims relating to farms worth up to £6 million. Further details are on Lisa’s property website entry.

  • Currently acting in respect of substantial commercial and residential portfolio and related allegations of unfair prejudice under s994 Companies Act 2006 (2023).

GOVERNMENT LITIGATION

Lisa served as Junior Counsel to the Crown for 18 years, regularly acting for Government departments, particularly the Insolvency Service in directors’ disqualification and public interest winding up petitions and HM Revenue and Customs in relation to tax, including MTIC fraud.

  • Represented HM Revenue and Customs in First Tier Tax Tribunal in precedent case in respect of VAT treatment of bicarbonate of soda, sold in tubs in baking aisles Phoenix Foods Limited [2018] UKFTT 18 (TC).
  • Lisa successfully acted for the Secretary of State for Business, Energy and Industrial Strategy in winding up numerous companies in the public interest that had been involved in commercial fraud and related provisional liquidator applications. Further detail on commercial fraud CV.
  • Successfully representing the Official Receiver in both the Crown and High Court in connection with civil proceedings arising from a criminal investigation into the storage and sale of non-duty paid goods and associated money laundering activity (2015) (HCt and Crown Court).
  • Savidis v HM Revenue and Customs Commissioners[2015] UKFTT 239 (TC); [2015] S.T.I. 1938 Lisa successfully represented HM Revenue and Customs in appeal against decision refusing to repay VAT charged on two importations by the appellant of 1000 US Silver Eagle One Dollar coins (500 on each occasion).
  • Lisa successfully acted for the Secretary of State for Business, Innovation and Skills in obtaining the disqualification of both a managing and other director of companies which had been involved in an intricate MTIC VAT fraud, involving complex facts: Secretary of State for Business, Innovation & Skills v Khan & Warry[2014] EWHC 1381 (Ch).
  • ICS (UK) Ltd v HM Revenue and Customs (2013) and Church Lane Developments Ltd v HM Revenue and Customs[2013] UKFTT 469 (TC) Successful in two MTIC VAT fraud appeals on behalf of her client in the First Tier Tax Tribunal, one involving a new variant of this type of fraud and the other for a sum in excess of £1 million.
  • Shaw v Revenue and Customs Commissioners[2007] STC 1525 (Lindsay J). Successfully responded to appeal against Commissioners’ decision to exclude credit for input tax on purchase of motor car by sole trader.