Fraser Campbell

For successful petitioner for unfair prejudice under s. 994 of the Companies Act, who complained of an undervalue sale of the company’s operating subsidiary by the majority to themselves. The Court found that the subsidiary, which had been sold for £150,000, was in fact worth £2.9m. The majority shareholder was ordered to buy out the petitioner’s shares based on that value, notwithstanding that the subsidiary had since entered administration. Further, a third party – who was neither a shareholder nor a director – was found secondarily liable, having colluded in the scheme.

Successfully resisting appeal relating to whether damages for breach of contract fell to be reduced on the basis that the breach resulted in an alleged diminution of the claimant’s debt to a third party. Also successfully resisting costs appeal, confirming that judge was entitled to order the defendant to pay costs incurred by the claimant in obtaining order for third party to preserve documents for purposes of both the claim against the defendant and a separate claim against the third party.

Successfully resisting application to strike out unfair prejudice petition on grounds of delay and acquiescence.

Successfully resisting amendments to unfair prejudice petition following an initial trial, on grounds of res judicata and the jurisdiction of the Court to consider the affairs of a foreign subsidiary.

For claimant former director seeking repayment of informal loans made to distressed company, and defending counterclaim for breaches of director’s duties. Judgment pending after 6 day trial.

For claimant company seeking damages from former employee, and the rival firm for whom he left, based on misappropriation of client information. 6 day trial listed for 2024.

Expert opinion on English law for New York proceedings regarding ownership of valuable painting. 

For defendant to claim of misrepresentation regarding the seven-figure sale by auction of a vintage racing car. The defendant joined the auction company as a third party and sought an indemnity in respect of their negligence.

For international sports body, defending claim based on termination of joint venture agreement. Listed for trial 2023. 

Obtaining costs of security of costs application that was resolved by provision of insurance deed of indemnity.

For successful defendant to claim under tax indemnity allegedly concluded outside court in context of high-value divorce proceedings. The evidence of the claimant's former barrister, as to the formation of the agreement, was found to have been mistaken. 

For claimant seeking over £600m in respect of historic mis-selling liabilities. Defendant's strike out application was rejected in July 2022. Listed for six week hearing in 2025.

For the successful claimant in seven-figure claim for damages following breach of an asset swap agreement involving real estate and maritime assets located in Spain and the BVI. 

For majority shareholders seeking injunction in support of arbitration proceedings, in context of dispute regarding leading restaurant group (operating the Wosleley, the Delaunay and others). The majority subsequently purchased the business from administrators. 

Dispute regarding ownership of substantial West London property, based on disputed Declaration of Trust. 4 day trial in March 2022, after various preliminary hearings regarding remote attendance, third party disclosure and adjournment on basis of disappearance of key witness.  

For multiple defendants to breach of warranty claims following the sale of a chain of gyms, involving expert evidence on both company valuation and acoustics. 

For judgment debtor, obtaining variation of ex parte order for examination under CPR 71. The case clarifies the scope for a judgment debtor to seek the narrowing/clarification of document disclosure orders made under CPR 71, as well as the obligations on a judgment creditor to make full and frank disclosure. Further hearing concerned principles on whether CPR 71 examination should be held in public or private. 

For successful respondents to an unfair prejudice petition regarding an English company holding shares in a major Russian insurer. The Court rejected the petitioner's case that it was in truth a 50/50 shareholder and inheritor of a quasi-partnership interest, following evidence regarding discussions between Russian principals over two decades.  

For AXA in claim for over £500m, relating to historic PPI mis-selling, from the vendor of subsidiary insurance businesses. AXA struck out the defendant's Part 20 counterclaim as an abuse of process, before prevailing at subsequent liability and quantum hearings involving issues of contractual construction and subrogation, and expert evidence on market practice.

For the successful respondents, in both the Court of Appeal and the Commercial Court. The Court of Appeal gave authoritative guidance on the factors which determine when a principal is precluded from intervening on a contract made by his or her agent. The Court upheld the right of the principal to sue directly on the shareholders agreement in question, notwithstanding that the agreement described the agent as the beneficial owner of the relevant shares. In the Commercial Court, the 5-week trial concerned the disputed ownership of a joint venture to develop a valuable real estate site in central Moscow. 

For defendant exhibition producer, facing allegations of damaging a valuable Banksy piece. The case involved multiple expert witnesses on damage/restoration/valuation issues. The claimant withdrew the claim after exchange of expert reports. 

For the defendant, resisting a seven-figure claim for conversion of luxury watches and jewellery. The trial featured allegations of witness interference and false statements to the police. 

For successful petitioner for unfair prejudice under s. 994 of the Companies Act, who complained of an undervalue sale of the company’s operating subsidiary by the majority to themselves. The Court found that the subsidiary, which had been sold for £150,000, was in fact worth £2.9m. The majority shareholder was ordered to buy out the petitioner’s shares based on that value, notwithstanding that the subsidiary had since entered administration. Further, a third party – who was neither a shareholder nor a director – was found secondarily liable, having colluded in the scheme.

Successfully resisting application to strike out unfair prejudice petition on grounds of delay and acquiescence.

Successfully resisting amendments to unfair prejudice petition following an initial trial, on grounds of res judicata and the jurisdiction of the Court to consider the affairs of a foreign subsidiary.

For claimant former director seeking repayment of informal loans made to distressed company, and defending counterclaim for breaches of director’s duties. Judgment pending after 6 day trial.

For former director facing allegations of breach of duty regarding the sale of a subsidiary to a connected party. 

For majority shareholder of pharmaceutical company, seeking relief following the hi-jacking of the company by an unauthorised purported director. Final injunctive relief obtained, together with order for rectification of the register. 

For majority shareholders seeking injunction in support of arbitration proceedings, in context of dispute regarding leading restaurant group (operating the Wosleley, the Delaunay and others). The majority subsequently purchased the business from administrators. 

For the Respondent to a £100m claim for unfair prejudice in relation to a major pharmaceutical import and distribution business. Security for costs obtained March 2021; 6 week trial listed for autumn 2022. 

For successful respondents to an unfair prejudice petition regarding an English company holding shares in a major Russian insurer. The Court rejected the petitioner's case that it was in truth a 50/50 shareholder and inheritor of a quasi-partnership interest, following evidence regarding discussions between Russian principals over two decades.  

For the claimant founder of an investment management business, alleging breach of fiduciary duty by co-founders in various proposed restructuring transactions. 

For respondents to an unfair prejudice petition regarding a start-up technology joint venture.

For the successful Petitioner in unfair prejudice proceedings, enforcing a £30m outstanding buy-out order by various means, including the appointment of a receiver to sell Blackpool Football Club.

Previously for the successful Petitioner, the former President of Blackpool FC, in the main trial of action claiming unfair prejudice ([2017] EWHC 2767 (Ch)). The Companies Court found that the company’s majority shareholders had wrongly paid themselves disguised dividends, in the form of nearly £25m of excessive remuneration and uncommercial intra-group loans following Blackpool’s promotion to the Premier League, while excluding the Petitioner from management. The Court ordered a buyout of the Petitioner’s shares for £31m, basing this valuation on giving effect to an informal ‘gentleman’s agreement’ that the Petitioner was to be treated as an equal shareholder, notwithstanding his formal holding of only a 20% stake.

Fraser’s cross-examination of the company’s financial controller and company secretary was quoted extensively in the Judgment. 

For the Company in quantum hearing following findings of unfair prejudice. Expert evidence on hotel and share valuation was heard to determine the disputed share purchase price, with competing valuations ranging from £85m to £185m. 

For the claimant joint venturer seeking declarations of right to buy out partner, following events of insolvency.

For claimant investment consultant, seeking damages for breach of London arbitration agreement following New York proceedings that were struck out for lack of jurisdiction. 

Successfully resisting claim for breach of settlement agreement, on basis that the defendant had complied with “reasonable endeavours” clause in context of uncertainty regarding application of US sanctions regime.

For defendants to various section 67 and 68 challenges to a $95m arbitration award following unlawful exclusion from a property joint venture in Moscow.

For claimant telecoms business in dispute arising out of Chinese supplier's repudiation of long-standing maintenance and support contract, including cross-examination of accountancy experts.

For the claimant founder of an investment management business, alleging breach of fiduciary duty by co-founders in various proposed restructuring transactions. 

For the UK supplier of MRI equipment to a Russian research facility, including cross-examination of technical experts.

For the respondent IT supplier in a major claim brought by a UK public authority in relation to the provision of a new IT system.

For the defendants in proceedings alleging mismanagement of an international telecoms group.

Advising multiple corporate and individual participants in the public inquiry into the historic distribution of infected blood products. 

Advising in respect of procedural unfairness and apparent bias in the context of an FCA investigation into a private bank and its managers. 

For manufacturer of innovative drug, seeking declaration that it continues to enjoy market exclusivity in the UK, notwithstanding post-Brexit developments in EU case law.

Advising a range of political organisations about statutory restrictions on donations and spending, and on potential enforcement actions by the Electoral Commission. 

For the Secretary of State in successfully resisting appeal against curtailment of haulage licence. Case raised novel issues of the relevance of the Regulator’s Code in decisions by Traffic Commissioners.

For the trustees of various major pension schemes, in their judicial review claim challenging the decision of the UKSA and Chancellor to reform the Retail Prices Index so as to align it with the Consumer Prices Index. The decision substantially reduced the value of RPI-linked gilts and other investments, increasing scheme deficits. 

For the Parole Board in judicial review brought by the first Parole Board member in its 54 year history to be removed for misconduct. Permission was refused in respect of complaints of procedural unfairness after an oral renewal hearing; reasonableness challenge to be heard in due course. 

For the Parole Board in case regarding the circumstances in which it becomes functus officio upon setting a date for a prisoner's release. 

For the General Secretary of the Labour Party, seeking an order requiring the Electoral Commission to approve amended party description on ballot papers in time for the 2021 Scottish Parliamentary elections. 

Advising the trustee of the Silentnight pension scheme in connection with proceedings before the Determinations Panel of the Pensions Regulator, regarding the proposed imposition of contribution notices on private equity purchaser. A £25m settlement was announced in March 2021.  

Acting pro bono for a disabled man, successfully appealing the withdrawal of housing benefit following his forced absence from supported housing during the pandemic. The Tribunal found that the relevant regulations were indirectly discriminatory and unjustified, and should not be applied. 

For BT in its judicial review of HM Treasury's decision to grant indexation for the 'guaranteed minimum pension' component of public sector pensions, following the abolition of the additional state pension, in a manner that inadvertently reads across to certain private sector schemes.

For the trustee of a pension scheme in assessment with the PPF, in an action concerning the PPF's EU law obligations to provide minimum levels of benefits.  

For the applicant pharmaceutical company in proceedings raising the question of the scope of the 'court proceedings' exemption to EU freedom of information legislation. 

For waste management company in appeal against conviction, challenging the validity of UK regulations implementing EU law on overseas waste shipments. 

For John West, the tuna importer/distributor, defending charges of illegal fishing in African waters on grounds inter alia that the UK legislation was void for failing to reflect the relevant EU regulation. The Prosecution dropped all charges, days before the hearing. 

For the Secretary of State for Justice, in a case challenging the recall of a violent offender to prison. The Administrative Court upheld the lawfulness of the recall, on grounds of breach of licence, notwithstanding that no formal licence had been issued prior to the prisoner’s release.

For the applicant pharmaceutical company, seeking an annulment of the EMA's decision to release clinical study reports under freedom of information legislation. 

For the trustees of the Silentnight pension scheme, resisting an application by the claimants to quash a Warning Notice regarding a possible order for them to contribute nearly £100m to the pension scheme following the insolvency of the Silentnight business. The Court held that the statutory scheme provided an appropriate alternative remedy to judicial review.

Advising the Principal Employer of a defined benefit pension scheme on the parameters of rationality/good faith within which decisions should be made regarding discretionary increases to pensions in payment. 

Advising the trustee of a multi-section scheme regarding possible action by the Pensions Regulator following a failure to agree valuations with employers. 

For the trustees of various major pension schemes, in their judicial review claim challenging the decision of the UKSA and Chancellor to reform the Retail Prices Index so as to align it with the Consumer Prices Index. The decision substantially reduced the value of RPI-linked gilts and other investments, increasing scheme deficits. 

Advising the trustee of the Silentnight pension scheme in connection with proceedings before the Determinations Panel of the Pensions Regulator, regarding the proposed imposition of contribution notices on private equity purchaser. A £25m settlement was announced in March 2021.  

For the trustee of a pension scheme in assessment with the PPF, in an action concerning the PPF's EU law obligations to provide minimum levels of benefits.  

For BT in its judicial review of HM Treasury's decision to grant indexation for the 'guaranteed minimum pension' component of public sector pensions, following the abolition of the additional state pension, in a manner that inadvertently reads across to certain private sector schemes.

For IBM, defending claim by hundreds of employees regarding age discrimination in the closure of IBM’s pension scheme. Case settled shortly before trial.

For scheme members (led by Andrew Simmonds QC) at the Supreme Court stage of a case concerning the power of scheme trustees to switch from RPI to CPI when calculating member benefits. The Supreme Court upheld the members' victory in the Court of Appeal, and in doing so provided guidance as to the principles for interpreting pension scheme deeds and rules. 

Advised both EDF and its partner trades unions on a pension restructuring exercise to cap pensionable pay.

For IBM in its appeal against landmark High Court decisions by Mr Justice Warren ([2014] EWHC 980 (Ch) and [2015] EWHC 389 (Ch)) on the scope of an employer’s implied duty of good faith when making changes to its pensions schemes. The 126-page judgment, in favour of IBM, followed a 10 day hearing in the Court of Appeal.

For the trustees of the Silentnight pension scheme, resisting an application by the claimants to quash a Warning Notice regarding a possible order for them to contribute nearly £100m to the pension scheme following the insolvency of the Silentnight business. The Court held that the statutory scheme provided an appropriate alternative remedy to judicial review.