| Call 1977
Experience and Expertise
Stephen has always had a particular specialism in company law. Having developed a keen interest in the subject at Cambridge, and undertaken a pupillage in a specialist company law set of chambers, in those early days Stephen also lectured in company law at Holborn Law Tutors (where he re-wrote their company law manual). He then joined chambers with a specialism in this area, and developed a strong practice in this field. He has a wide knowledge of the area, as well as a deep and detailed understanding of the statutory regime (in particular the Companies Act 2006) and the underlying principles of company law.
Stephen has acted and advised in all areas of company law. His approach is always thorough, and his advice practical and commercial. As a litigator, Stephen is exceptionally tough and robust when the occasion demands, but does not pursue lost causes or lead his clients down blind alleys.
Cases and Work of Note
Stephen has acted on:
- many shareholder and directors’ disputes, in particular unfair prejudice petitions, derivative claims and winding up petitions on the just and equitable ground;
- these include Re Guidezone Ltd  2BCLC 321, a leading case on the relationship between just and equitable and unfair prejudice petitions;
- many disputes in relation to shareholders’ agreements and articles of association;
- these include a multi-million pound dispute in relation to buy-out clauses in a shareholders’ agreement between companies owned by Russian oligarchs;
- several share sale agreement disputes, in particular in relation to warranties and escrow provisions, and calculation of buyout consideration;
- many other disputes in the company law field, including in relation to such areas as transfer and transmission of shares; exercise of share options; validity of company meetings and directors’ acts; validity of share issues and dividend payments; financial assistance cases; and priority and enforcement of company charges;
- these include two recent substantial cases turning on extent of director’s duty of care;
- many corporate insolvency and directors’ disqualification cases;
- these include a recent substantial claim by the liquidator against previous negligent solicitors in relation to recovery claims brought by the liquidator against the directors;
- they also include a claim involving bona vacantia in respect of a valuable central London property in relation to a struck-off company;
- Stephen has considerable experience in advising and carrying out drafting work in non-contentious company law matters, in particular in relation to shareholder agreements and specially tailored parts of articles of association.
Seminars and Publications
Stephen has lectured and delivered seminar papers in several areas of company law, including in relation to the changes made by the 2006 Act, share warranties and setting aside transactions at an undervalue. He is also a contributor to the Insolvency section of Corporate Governance: The Practical Guide for Directors (2002: Finance and Investment Research Ltd) (2nd ed 2003, F & I Publishing Ltd).