Company, LLP & Partnership
Lisa Linklater K.C. is a leading silk with an established reputation nationally for her expertise, advocacy, advice and strategic excellence in company, LLP and partnership matters, particularly shareholder disputes. Both Chambers and Partners UK Bar 2024 and Legal 500 UK Bar 2024 recommend Lisa as a Band 1 silk and recognise the strength of Lisa’s skills in this field of practice. Legal 500 UK Bar 2024 notes “Lisa’s knowledge of shareholder disputes and the law on unfair prejudice is outstanding. A strategically astute silk.” 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 is valued for effectively advancing her clients’ objectives, taking account of wider commercial and sometimes personal factors. She has vast experience of acting for both Petitioners/Claimants and Respondents/Defendants in many business sectors from pre-action through to trial or mediation or other Alternative Dispute Resolution in high value, legally and factually complex and often high-profile:
- Unfair prejudice petitions under s994 Companies Act 2006,
- Just and equitable winding up petitions,
- Derivative claims,
- Claims or exits under shareholder agreements or articles of association,
- Joint venture disputes,
- Partnership and LLP disputes,
- Claims against directors for breaches of duties,
- Claims for earn-out and breaches of warranties arising from mergers and acquisitions, including the arbitration or expert determination of such disputes and
- Claims involving unlawful dividends.
Lisa is adept in advocacy and strategy relating to the value of shares in privately owned companies, including minority shareholder discounts; she is sharp in analysing share valuation reports. In addition, Lisa has considerable experience of cross-examining forensic accountants and share valuers, as well as expert evidence issues arising during legal proceedings.
Lisa has depth of experience in disputes involving a wide range of shareholder agreements and articles of association (bespoke, Table A 1948, 1985 and the Model Articles) and is adept in deploying the Companies Act 2006 in shareholder disputes. She frequently gives strategic advice on exit strategies flowing from corporate documentation and the interplay with court proceedings.
Lisa has considerable expertise in all issues relating to and arising from quasi-partnerships and how they impact upon strategic advice and merits.
Lisa’s current instructions in shareholder disputes include acting for Petitioners and Respondents under s994 Companies Act 2006 in respect of companies in the following businesses: a niche agricultural services supplier, an online gaming business, a manufacturer of packaging, a substantial online pet supplies retailer, a Michelin starred restaurant and a homecare services provider for the elderly and disabled. The companies involved are based in a wide range of geographic locations throughout England and Wales.
In parallel with instructing solicitors in commercial dispute resolution, Lisa regularly works with corporate, employment, private client, tax and matrimonial departments.
Recent highlights of Lisa’s practice in this field 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 BPC, HCt 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 BPC, HCt 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).
- 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).
- 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).
- Successfully securing settlement for 3 shareholders 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 (2021 – 2022).
- Successfully deflected threatened removal of client as director and secured 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).
- Securing a favourable settlement for the Respondents to an unfair prejudice petition relating to a well-known national restaurant chain (2020 – 2021).
- Unwin v Bond [2020] EWHC 1768 (Comm) Acted from pre-action to trial in this important case on good faith clauses and deemed transfer of share clauses in shareholder agreements when a director’s employment is terminated.
- 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.
- Acted in multi-million pound unfair prejudice petition for a Petitioner relating to company in the oil sector, valued at over £7 million and involving complex issues relating to share held on trust and assets misappropriated into numerous offshore jurisdictions (2020 – 2021).
Partnership Disputes
- Acting in a factually and legally complex property dispute spanning 40 years in HCt within a family in respect of a property portfolio valued at c. £4m and alleged partnership, in which she led other Counsel (2020).
- 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 (2017 – 2018).
Lisa served as Junior Counsel to the Crown (Attorney General’s Regional Panel) for three consecutive terms 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, frequently involving allegations of fraud. She is currently instructed by the Secretary of State for Business and Trade as lead Counsel in a complex director disqualification in the retail sector.
Lisa is widely published in her fields of specialism, including in Sweet & Maxwell’s Insolvency Intelligence, R3’s Recovery, the Solicitors’ Journal and the Company Lawyer. She is a member of the editorial advisory board of the Company Lawyer. Recent seminars by Lisa include Shareholder Disputes and the Art of Share Valuation and Directors’ Duties. Lisa is a member of the advisory board of the Centre for Business Law and Practice at the University of Leeds.
Company, LLP & Partnership 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 and repeat instructions in this area.
- 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 – ).
- Hopkinson v Hopkinson: unfair prejudice petition involving a substantial company in the retail sector, alleged exclusion from management and cross-claim for proprietary estoppel of shareholding. Resolved favourably at mediation before 2 week HCt trial on liability (2020 – 2021).
- 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 successfully defending derivative action and related claims to land owned by the director/shareholder in 2 week trial. Instructed from 2016.
- 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 (2016 – 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 (HHJ Kaye QC sitting as a High Court Judge) (2016) (High Court, Leeds).
- 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 the Chancery Division before HHJ Behrens sitting as a High Court Judge (2015) (High Court, Leeds).
- 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) (High Court, Leeds).
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).
- Acting for defendant for claims of approximately £1 million in respect of solicitors’ partnership in legally and factually complex claim. Case is still ongoing and involves complex limitation issues and an entangled factual history (2020).
- 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).
INSOLVENCY
Lisa has been recommended as a leading barrister in insolvency in legal directories for many years. Further detail is included in Lisa’s insolvency website entry.
- 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).
- 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).
- Acting for the defendants to a £5 million misfeasance and transaction defrauding creditors claim, brought by the liquidators of an offshore partnership.
- 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.
- Successful misfeasance claim against a de facto director by a liquidator from before action to settlement before trial (2018 – 2020).
- 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 in Lisa’s insolvency CV.
