Andrew Clutterbuck KC - 4 Stone Buildings

Practice

Andrew Clutterbuck’s practice covers many areas of commercial, trust and company activity. Recent areas of litigation in which he has been involved include shareholder disputes, contractual, trust and fiduciary claims, fraud, commercial trust applications and issues arising within liquidations and company administrations. Andrew also advises generally in the commercial, trust and company law area (including insolvency).

Practice areas

Commercial dispute resolution

Experience over a wide area of commercial activity. Regular appearances in the Chancery Division, Commercial Court and Court of Appeal, arbitration and mediation. Significant cases include:

Deripaska v Chernukhin [2019] EWHC 173 (Comm). Arbitration challenge. Beneficial ownership. Offshore trust structures.
LCIA arbitration [2017]. Joint venture/shareholder dispute. Moscow property.
Hosking v Apax Partners [2016] EWHC 1986 (Ch): Stay of proceedings; challenge to private equity transaction.
Nusantara Energy v Healey [2015]: Commercial Court trial; breach of director’s duty, director’s negligence.
Aberdeen v Satyam [2012]: $Multi 100m claim for fraudulent financial statements, stay of proceedings; forum conveniens.
Law Debenture v Elektrim [2009] EWHC 1801 (Ch); [2010] EWCA Civ 1142: Complex share-stake valuation, equity kicker.

Banking & finance

Problems and disputes involving financial securities. Instructions that have resulted in litigation include:

Re Bell Group [2020] EWHC 1774 (Ch): Corporate bonds, trustee directions.
Plaza v Law Debenture [2015] EWHC 43 (Ch): Corporate bonds, stay of proceedings, exclusive jurisdiction, forum conveniens.
Re X [2014]: Corporate bonds, settlement of $billion litigation, trustee directions in private.
Citicorp v Barclays [2013] EWHC 2608 (Ch): Trustee directions, floating rate notes, voting rights.
Law Debenture v Elektrim [2005] EWHC 1999, [2006] EWHC 1305; [2007] EWHC 1380: Eurobond acceleration and enforcement
Concord v Law Debenture [2005] 1 WLR 1591: House of Lords. Corporate bonds, position of bond trustee in bondholder-lender dispute.

Article: Hard Choices: Protecting the Security Trustee. Journal of International Banking and Financial Law September 2016 Vol. 31 – No.8.

Company law

Specific expertise in shareholder disputes and all issues of company law. Significant cases include:

St John’s Trust Company (Pvt) Ltd v Watlington [2019]: Bermuda, Duomatic principle, shareholders, trusts.
Re Chater Holdings [2019]: Just & equitable winding up. Family construction business.
Mohammed v Abdelmamoud [2018] Bus LR 1354 (CA): Charitable companies, directors/shareholders locus standi.
LCIA arbitration [2017]. Cypriot unfair prejudice/oppression shareholder relief. Russian context.
SAB Miller / Inbev scheme of arrangement [2016]
Nusantara Energy v Healey [2015]: Commercial Court trial; breach of director’s duty, director’s negligence.
Attwood v Maidment, re Annacott Holdings, s.994 petition
(1) [2011] EWHC 2186: Directors duties, substantial property transactions.
(2) [2011] EWHC 3180: Interim payment, minority shareholding discount.
(3) [2012] EWHC 1662: Interest, minority shareholding discount.
(4) [2013] 2 BCLC 46 (CA): Share valuation, interest.
Maidment v Attwood, re Tobian [2013] Bus LR 753 (CA): s.994 petition, director’s duties, directors’ remuneration.

Andrew regularly lectures and conducts seminars on topics such as s.994 petitions and directors’ and fiduciary duties.

Chancery: commercial

Extensive practice in many areas of commercial chancery work. By way of example:

Church Lane Trustees v Leeds & Ors, 2021 Gibraltar Supreme Court. Discretionary trusts. Transaction at undervalue.
Rahman v Rahman, Agreement for shares.
(1) [2019] EWHC 1011 (QB): Laches. Limitation. Specific Performance.
(2) [2019] EWHC 1826 (Ch): Freezing Order variation.
LCIA arbitration [2017]: Cypriot unfair prejudice/oppression shareholder relief. Russian context.
Good v Onsette [2013] EWHC 3447 (Ch): Electronic disclosure, access to foreign party’s computer systems, beneficial ownership of shares, dividend entitlement.
GEHC v Gray [2012] EWHC 3703 (Ch): Fiduciary duties in context of oil technology venture, conflicting duties.
Re Chinachem, the Estate of Nina Wang: Hong Kong administrators’ duties in relation to HK$multi-billion corporate group.

Insolvency & restructuring

Insolvency issues routinely arise in the course of Andrew’s general commercial and trusts practice. He is the co-author, with contributors, of Loose & Griffiths on Liquidators (9^th Ed 2019).

The following of Andrew’s cases are those which concerned specific aspects of insolvency legislation:

Church Lane Trustees v Leeds & Ors, 2021 Gibraltar Supreme Court. Discretionary trusts. Transaction at undervalue. EU Insolvency Regulation.
Re Stanford [2019] EWHC 595: Bankruptcy; multiple very large debts; multiple petitions; foreign proceedings.
Re Costin CECEP [2017]: Cayman Islands provisional liquidation. HK listing.
Re Maud [2016] EWHC 2175: Bankruptcy; £150m bankruptcy claim on appeal; petitioners’ motives; views of creditors.
Hosking v Apax Partners [2016] EWHC 1986: Stay of proceedings; fraudulent trading and transaction avoidance in private equity transaction.
MK Airlines:
(1) [2012] 3 All ER 781: Administrators’ remuneration & expenses, priorities in insolvent liquidation.
(2) [2013] Bus LR 243: Provisional liquidation expenses; rent; disclaimer; rule in Cherry v Boultbee.
Singla v Hedman [2010] BCC 684: Wrongful trading in the film industry.
New Hampshire v Magellan Ins [2009] UKPC 33: Privy Council. Winding-up petition against reinsurer; creditor’s locus standi.

Financial services

Andrew advises on and has appeared in cases concerning financial services legislation. Instructions include:

Standard Life v Aon. Total loss claim by major endowment mortgage provider against broker over non-responsive PI Policy. Review of mis-selling compensation.
Metsec v Standard Life. Claim for negligent pension administration services. Amendment outside limitation. Retirement age equalisation.
Advising major endowment mortgage provider on strategic treatment of mis-selling claims and specific cases.
Advising large family trust concerning regulatory impact on investment policy and practice.
Advising on review of FSA decisions refusing authorisation.

Trusts

The law of trusts pervades much of Andrew’s practice. He has a specific expertise in bond trustee matters (see Banking & Finance above), both litigation and advisory, and in private disputes arising out of or concerning offshore trust structures.

Fraud – civil

Andrew’s litigation work routinely involves addressing fraud, its exposure and its consequences. Good v Onsette [2013] EWHC 3447 and Attwood v Maidment, re Annacott Holdings [2011] EWHC 2186 are just two of his cases where the aggressive use of disclosure and penetrating cross-examination have brought the fraudster to book.

Offshore litigation

Andrew Clutterbuck has appeared before the Supreme Court of the Cayman Island, the Court of Appeal of the Turks and Caicos Islands, and the Supreme Court and Court of Appeal of Gibraltar. He further advises on, and drafts paperwork for proceedings in those and other offshore jurisdictions.

As a junior, Andrew Clutterbuck worked for 6 months within a major Cayman Islands law firm, assisting in particular with the winding up of a bank closed by the regulator.