The short answer is: quite a lot. English law provides minority shareholders with a meaningful toolkit, even when the odds seem stacked against you.

Understanding the Problem: Majority Rule Has Limits

Companies are, by design, run on democratic principles. Decisions are made by majority vote. This is efficient and sensible — but it creates an obvious risk that the majority can abuse its power at the expense of smaller shareholders.

Parliament and the courts have spent over a century developing protections to prevent exactly that. The key piece of legislation is the Companies Act 2006, and the key remedy is the unfair prejudice petition under section 994 (but there are also other remedies).

 

Can the Majority Simply Change the Articles of Association?

Articles of Association are the rulebook of the company — they govern how it is run, how shares are held, and what rights attach to those shares. The majority can vote to amend them, but only by a special resolution (meaning at least 75% of the votes cast). So if you hold more than 25% of the shares, you can block any change outright.

But what if you hold less than 25%? You are not without options. Under long-established case law, any amendment to the Articles must be made bona fide in the interests of the company as a whole — not simply to benefit the majority or to damage you. If the change was designed to squeeze you out, strip your rights, or give the majority an unfair advantage, a court can strike it down.

Practically speaking, if you believe a change to the Articles is being used as a weapon against you — for example, removing your right to appoint a director, or creating new classes of shares that dilute your stake or changing the methodology by which shares are valued on a sale — you should take legal advice quickly. Time matters and acting early preserves your options.

It is also worth checking if Articles have been filed at Companies House, as failure to file within 15 days of a special resolution is a criminal offence under the Companies Act 2006. Directors and officers of the company can be held personally liable and face fines upon summary conviction.

 

The Unfair Prejudice Petition: Your Most Powerful Weapon

Section 994 of the Companies Act 2006 allows any shareholder to apply to the court where the company’s affairs are being conducted in a manner that is unfairly prejudicial to their interests. This is the most commonly used remedy for minority shareholders, and it is deliberately broad.

Courts have found unfair prejudice in situations including:

• Exclusion from management (especially where there was an expectation of involvement)
• Withholding dividends to starve the minority of returns (particularly where the majority has been paying themselves dividends)
• Paying excessive salaries or benefits to the majority to extract company profits
• Altering the Articles in bad faith
• Diluting shares without proper justification

If the court agrees, it has wide powers to remedy the situation. The most common outcome is an order that the majority buy out your shares at a fair value — typically assessed by an independent expert without any discount for your minority stake. Courts can also order the company to take (or stop taking) specific actions, or even wind the company up.

 

Just and Equitable Winding Up

In the most serious cases — particularly where trust between the shareholders has completely broken down — you can apply under the Insolvency Act 1986 for the company to be wound up on just and equitable grounds. This is a nuclear option and courts treat it as a last resort, but it remains a genuine lever, particularly for small quasi-partnership companies where the relationship between shareholders was built on mutual trust and that trust has been irreparably destroyed.

 

Don’t Overlook Your Shareholders’ Agreement

If the company has a shareholders’ agreement in place, that is a separate contract from the which may give you additional protections entirely separate from the Articles and Companies Act – for example, veto rights over certain decisions, tag-along rights if shares are sold, or specific provisions protecting your stake. Always review it carefully before deciding on your strategy.

 

Practical Steps if You’re in Dispute

1. Review your shareholding documents — Articles, shareholders’ agreement, and any side letters.
2. Preserve evidence — keep records of all communications, board minutes, and decisions you believe are unfair.
3. Act promptly — delay can weaken your position and, in some cases, affect the remedies available to you.
4. Take specialist legal advice — minority shareholder disputes are technical and the courts expect proper procedural steps to have been followed.

 

Being in the minority does not mean being powerless. English law takes the protection of minority shareholders seriously, and the courts have shown a consistent willingness to intervene where the majority oversteps the mark.

 

If you have found yourself in a deadlocked situation and the majority are steamrolling you, please contact Aaron Heslop or the Dispute Resolution Team. 

The underlying proceedings, which Sherrards have been instructed on throughout, concern a judgment debt of approximately £500,000 owed by Mr Khan to NOECL, most of which remains unpaid.

In March 2026, the High Court committed Mr Khan to prison for 6 months for his contempt of court in breaching the terms of a freezing injunction by pawning a Rolex watch which was subject to the freezing order.

Mr Khan appealed the decision to the Court of Appeal. Following a hearing yesterday (Thursday 21 May 2026), the appeal was dismissed and the original sentence upheld.

The case serves as a clear reminder that freezing injunctions are powerful enforcement tools and that the courts will impose custodial sentences where parties deliberately seek to dissipate assets or act in breach of such orders.

 

To find out more, contact Karen Dobson or our Dispute Resolution team. 

 

A decade later, the picture is mixed but broadly positive. Some opportunities have materialised, particularly through the UK’s accession to the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (“CPTPP”), and its continued support for investor-state arbitration. Others, especially in relation to intra-EU bilateral investment treaties (“BITs”), have narrowed. The result is a more complex but still attractive landscape for UK-based investors.

 

Brexit and Investment Treaty Arbitration: The Initial Concerns

The original article made three main points. First, that the UK, freed from the EU’s exclusive competence over foreign direct investment, would be able to negotiate its own investment protection treaties and free trade agreements more quickly and on its own terms. Second, that the UK could avoid the EU’s proposed Investment Court System (“ICS”), a permanent two-tier tribunal intended to replace the traditional system of international arbitration. The ICS had attracted serious criticism from leading practitioners for its risks of longer proceedings and pro-state bias, since investors would have no role in appointing the decision-makers. Third, that the UK would not have to terminate its BITs with EU Member States (the so-called intra-EU BITs), thereby maintaining an extra layer of protection for UK investors in, particularly Central and Eastern, Europe.

 

How Brexit Reshaped the UK’s Investment Treaty Framework

On the first point, the prediction was largely correct, though the pace was slower than many had hoped. The UK has concluded free trade agreements with more than 60 countries since Brexit, although many were continuity agreements rolling over arrangements previously negotiated by the EU. The more important development, from an investment protection perspective, is the UK’s accession to the CPTPP in December 2024, becoming the first European country to join this major Indo-Pacific trade bloc.

The CPTPP is of particular interest to investment treaty practitioners because its investment chapter provides for a modern and transparent investor-state dispute mechanism, giving UK investors the right to bring claims directly against states.[1] This is a meaningful expansion of the investment protection available to UK businesses operating across the Asia-Pacific region, covering Japan, Singapore, Chile, Vietnam, Peru, Malaysia, Brunei and several other economies.

The UK also signed a landmark free trade agreement with India in July 2025, the most economically significant bilateral deal negotiated from scratch since Brexit. A separate bilateral investment treaty between the UK and India is still being negotiated, but the FTA itself covers services, investment and regulatory cooperation. Negotiations for a new bilateral investment treaty with Singapore were launched in 2023. And as the second-largest BIT network in the world (behind Germany), the UK continues to maintain over 90 bilateral investment treaties in force.[2]

On the second point, regarding the EU’s Investment Court System (“ICS”), the prediction has proven accurate. The UK has not adopted the EU’s proposed ICS. Its treaty practice, including the CPTPP, continues to rely on international arbitration rather than a permanent investment court.

Meanwhile, the EU’s efforts to establish a permanent investment cort through UNCITRAL Working Group III have been in progress since 2017 and remain unresolved. Stakeholder meetings continue to take place, the most recent in January 2026, and key questions around enforcement, financing and the appointment of adjudicators are still being debated. The project also lacks the critical mass of participating states that a multilateral project of this kind requires, with the United States, Japan and others continuing to favour bilateral reform over systemic overhaul. The proposal continues to attract criticism from practitioners who argue that it undermines party autonomy and risks politicising investment dispute resolution. The UK, having chosen a different path, now offers its investors a dispute resolution framework that is familiar, tested and broadly supported by the international arbitration community.

On the third point, the prediction has proved more complicated. In 2016, it seemed possible that the UK, by leaving the EU, could preserve its intra-EU BITs and maintain treaty protection for UK investors in EU Member States. That has only partly happened.

Following the Court of Justice of the European Union’s (“CJEU”) judgment in Achmea v Slovak Republic, investor-state arbitration clauses in intra-EU BITs were held to be incompatible with EU law.[3] most EU Member States signed an agreement terminating their intra-EU BITs. The UK did not sign that agreement, having already left the EU. However, several EU Member States have since terminated their BITs with the UK bilaterally. [4]

The result is that UK investors have lost some treaty protection in Europe, particularly in Central and Eastern Europe.[5] There was also never comprehensive BIT protection between the UK and the larger Western European economies such as Germany, France, Spain and Italy.

The EU-UK Trade and Cooperation Agreement (the “TCA”), which governs the broader post-Brexit relationship, does not fill that gap, as it does not contain the usual substantive investment protections or investor-state dispute settlement mechanism. [6]

That said, the position is not entirely negative. Where UK BITs were terminated bilaterally, their sunset clauses should generally continue to operate in the ordinary way. Many UK BITs contain sunset periods of 15 to 20 years.[7] This means that investors who made qualifying investments while the treaty was still in force may, in principle, continue to benefit from treaty protection for a significant period after termination. For existing investments, the key question is therefore not simply whether the treaty has been terminated, but when the investment was made and whether the sunset clause still applies.[8]

 

New Pressures on the Investment Treaty System

Two important developments since 2016 were not on anyone’s radar when Jan wrote the original article.

The first is the withdrawal of the EU and the UK from the Energy Charter Treaty. The ECT was once one of the most important multilateral investment treaties, particularly for energy investments. Its future is now much less certain. However, its 20-year sunset clause means that existing investments may continue to benefit from protection for some time.[9]

The second is the first ICSID claim brought against the UK.[10] In 2025, Woodhouse Investment Pte. Ltd. and West Cumbria Mining Ltd. commenced proceedings against the United Kingdom under the UK-Singapore BIT, in a dispute concerning a proposed coal mine. The case is a reminder that the UK’s BIT network is not only a tool for UK investors abroad. It also gives foreign investors rights against the UK.

 

Where does this leave UK investors?

The overall position is more favourable than many expected in 2016, but more nuanced than the original prediction suggested.

The clearest opportunity lies outside Europe. The UK’s accession to the CPTPP opens up investment treaty protection across a significant portion of the global economy, with a dispute resolution mechanism grounded in international arbitration rather than any untested court system. UK investors operating in Japan, Vietnam, Malaysia, Singapore, Chile, Peru, Brunei and (once ratification completes) Canada and Mexico now have access to robust treaty-based protections.[11]

There is also a structuring point. The extensive BIT network that the UK built up over decades remains substantially intact. With over 90 BITs in force and a government that continues to support investor-state disputes as a means of protecting outbound investment, the UK is well-positioned as a jurisdiction through which to structure cross-border investments. This is particularly relevant for businesses with operations in higher-risk jurisdictions where the availability of investor-state arbitration can make a meaningful difference to the risk profile of a project.

There is a further practical advantage that is easy to overlook. Since leaving the EU, UK courts are no longer caught between their enforcement obligations under the ICSID and New York Conventions on the one hand and EU law on the other. The enforcement of investment treaty awards in the UK, including awards arising from intra-EU disputes, is now a straightforward matter under the relevant conventions without the complications that EU law previously created.[12]

The main gap is Europe. Some UK-EU BIT protection has been lost, and the EU-UK Trade and Cooperation Agreement does not provide equivalent investment protection. Existing investments may still benefit from sunset clauses, but that requires careful treaty-by-treaty analysis.

Looking ahead, the ongoing negotiations for a UK-India BIT, the new UK-Singapore BIT, the upgraded UK-Republic of Korea FTA concluded in December 2025 (which for the first time includes a full investment protection chapter with investor-state dispute settlement), and the possibility of further trade agreements in the Gulf and South-East Asia all suggest that the UK’s treaty network will continue to grow.

Jan Kunstyr’s client alert in 2016 was not wrong, Brexit did not transform the UK into a perfect investment treaty hub, but it did preserve and create real opportunities.

If you would like to discuss how these developments may affect your business or investment structures, please do not hesitate to get in touch.

 

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[1]  Through the International Centre for Settlement of Investment Disputes (“ICSID”), or using the United Nations Commission on International Trade Law (“UNCITRAL”) ad hoc arbitration rules.

[2] It is worth noting that the UK has not concluded a new standalone BIT since around 2010 (see UNCTAD IIA Navigator, United Kingdom). Instead, the UK’s post-Brexit investment treaty policy has focused on negotiating free trade agreements with investment chapters, such as the CPTPP. Some of the UK’s newer FTAs do not yet include investment protection provisions but contain review clauses contemplating their future inclusion, see https://investmentpolicy.unctad.org/international-investment-agreements/countries/221/united-kingdom.

The UK-Ukraine Political, Free Trade and Strategic Partnership Agreement is a notable example. Its investment chapter includes a review clause under which the parties have agreed to “assess any obstacles to establishment” and “undertake negotiations to address such obstacles, with a view to deepening the provisions of this Chapter and to including investment protection provisions and investor-to-state dispute settlement procedures.” This suggests that the UK sees investment protection as an evolving feature of its FTA programme rather than a precondition for concluding a trade agreement https://investmentpolicy.unctad.org/international-investment-agreements/treaty-files/6077/download.

[3] The CJEU reasoned that such clauses were incompatible with EU law because they allowed disputes which might involve the interpretation or application of EU law to be decided by arbitral tribunals outside the EU judicial system. Those tribunals were not able to make preliminary references to the CJEU under Article 267 TFEU, and any subsequent review by national courts was limited. In the Court’s view, that mechanism undermined the autonomy and uniform application of EU law.

[4] NB that under Regulation (EU) No 1219/2012, Member States’ existing BITs with third countries were “grandfathered” and could be maintained until replaced by an EU-level agreement with the same third country. The termination of these BITs with the UK should therefore be understood primarily as a sovereign decision by each Member State in managing its own treaty network, rather than as a direct instruction from the European Commission. That said, the Commission’s broader post-Achmea stance on the incompatibility of investor-state arbitration clauses with EU law, and its willingness to bring infringement proceedings (including, in May 2020, against the UK itself during the transition period), will undoubtedly have informed those decisions.

[5] According to the most comprehensive tracking data, BITs between the UK and Latvia, Croatia, Romania, Estonia, the Czech Republic, Slovakia, Hungary, Malta, Lithuania and Slovenia have all been terminated.

[6] L. Peters and S. Wuschka, “Investment Protection in Post-Brexit EU–UK Relations” (2023) 38(1) ICSID Review 39, at 39–40 and 49–53. The authors note that the TCA focuses on market liberalisation rather than post-establishment protection, containing provisions on market access, national treatment and most-favoured-nation treatment but omitting the substantive standards (FET, expropriation, full protection and security) and investor-state dispute settlement that are standard in investment treaties. The TCA’s dispute settlement mechanism is exclusively state-to-state, with investors limited to amicus curiae submissions.

[7] The UK-Hungary BIT, for example, provides for 20 years of continued protection after termination. The UK-Romania and UK-Croatia BITs similarly provide for 20 years. The UK-Czech Republic and UK-Slovakia BITs provide for 15 years.

[8] The precise cut-off depends on when each treaty was formally terminated, and the position may be complicated in cases where the other State sought to remove or limit the sunset clause prior to termination, as the Czech Republic has done with some of its other BITs. The terms of each termination should therefore be checked carefully. But the general position is that, for existing investments, significant protection remains in place despite the headline terminations.

[9] Individual withdrawals from the ECT took effect as follows: Italy (1 January 2016), France (8 December 2023), Germany (20 December 2023), Poland (29 December 2023), Luxembourg (17 June 2024), Slovenia (14 October 2024), Portugal (2 February 2025), Spain (17 April 2025), and the United Kingdom (27 April 2025). The EU and Euratom withdrawal became effective on 28 June 2025. The Netherlands and Denmark also withdrew. Lithuania notified its withdrawal in August 2025. See Energy Charter Secretariat, Status of the Energy Charter Treaty; European Council Press Release, 27 June 2024.

[10] There are two publicly known investment treaty cases against the UK: Ashok Sancheti v. United Kingdom (2006), brought under the UK-India BIT and terminated by the tribunal in 2009; and Woodhouse Investment Pte. Ltd. and West Cumbria Mining Ltd. v. United Kingdom (ICSID Case No. ARB/25/37), the first ICSID claim against the UK, registered in 2025 under the UK-Singapore BIT. See UNCTAD Investment Dispute Settlement Navigator, https://investmentpolicy.unctad.org/investment-dispute-settlement/country/221/united-kingdom/respondent

[11] The UK already had bilateral investment treaties or FTAs with the majority of CPTPP members prior to accession (including Japan, Australia, Canada, Chile, Mexico, New Zealand, Peru, Singapore and Vietnam). The CPTPP therefore modernises and supplements, rather than creates from scratch, the UK’s investment protection relationships with these countries. See UK Government, “The Accession of the UK to the CPTPP: Agreement Summary” (July 2023).

[12] Peters and Wuschka (n 9), at 53. The authors observe that UK courts before Brexit faced a dilemma in enforcing intra-EU investment awards, caught between their obligations under the ICSID Convention (Article 54 of which leaves no room for judicial review) and the New York Convention on the one hand, and EU law on the other. Post-Brexit, that conflict is resolved. The enforcement of ICSID awards in the UK is now a straightforward matter under the Arbitration (International Investment Disputes) Act 1966. This practical advantage should not be underestimated, particularly given the ongoing difficulties that award creditors face in enforcing intra-EU awards before EU Member State courts.

Issuing a debt claim may seem straightforward, but in practice, it is often slow, can be expensive and recovery of money is uncertain. As a result, many landlords are reconsidering their options, with commercial lease forfeiture coming back into focus as a more decisive alternative.

Suing for Arrears

On paper, a claim for rent arrears is straightforward. However, there are risks:

Cost vs recovery: Legal costs can quickly become disproportionate. Even where a lease includes a contractual indemnity, recovery is not guaranteed given the court retains discretion on costs and may not award the full amount incurred and, ultimately, whether those legal fees are recovered depends on the ability of the tenant to pay the judgment debt.

• Delay: tenants can and do defend claims on spurious grounds (e.g., alleged disrepair) and defended claims can take a long time to resolve (in excess of 12 months), during which arrears will continue to accrue.
• Enforcement risk: A judgment is only as good as the tenant’s ability to pay. Enforcement can be uncertain and further cost is often required.
• Insolvency exposure: By the time judgment is obtained, the tenant may already be insolvent, leaving the landlord as an unsecured creditor.

A “win” on paper does not necessarily translate into cash recovery.

Why Forfeiture is Often the Better Strategic Move

Forfeiture offers a different outcome – control rather than recovery. It offers:

• Immediate possession: The landlord regains the asset and can look to re-let to a stronger tenant.
• Loss containment: It may be commercially preferable to stop the bleeding rather than pursue historic arrears.
• Leverage: The threat of forfeiture can prompt payment or meaningful engagement from tenants.

In a weaker market, these advantages are increasingly relevant.

Forfeiture Risks

Forfeiture needs to be handled carefully. The following are consideration:

• Waiver: acknowledging the existence of the lease by, for example, accepting or demanding rent after a breach can inadvertently waive the right to forfeit.
• Relief from forfeiture: Courts can grant relief from forfeiture if the tenant pays what is due, frustrating the landlord’s objective.
• Method of re-entry: Peaceable re-entry is quick but carries risk whereas court proceedings are safer but slower.
• Void risk: Taking back possession only works if the property can be re-let on acceptable terms and in the interim the landlord will assume responsibility for business rates liability

Conclusion

In a tougher economic climate, landlords need to look beyond legal rights and focus on commercial outcomes. Suing for rent arrears can seem the obvious route but forfeiture, if used strategically, can offer a faster and more decisive solution.

The law concerning forfeiture is, however, unintuitive and full of trip-hazards. If you are dealing with tenant arrears or considering your enforcement options, our property litigation team can help you assess the most effective strategy.

With that sentiment in mind, this article is a reflection on how market shocks and the wider marketing volatility can influence the commercial litigation market and the types of dispute they tend to precipitate. We do not attempt to analyse how this latest episode of market turbulence affects specialized litigation markets in energy, shipping and commodities which is best left to practitioners in the field. We concern ourselves here with the broader relationship between adverse market conditions and general commercial disputes, looking at a few recent examples of the kinds of dispute that tend to arise.

Historical patterns: why market volatility leads to litigation

Market volatility has historically precipitated a rise in contentious behaviour. Periods of market volatility frequently lead to an increase in commercial litigation, as financial pressure exposes contractual weaknesses and misconduct. The specie of dispute is unsurprisingly influenced by the underlying market forces going awry, for example the spate of misselling cases that followed in the wake of the 2008 global financial crisis or supply chain disputes following the 2020 pandemic. 

If there is one feature adverse market events share, it is the contraction in liquidity and tightening of credit conditions, creating acute economic pressures on entities and individuals. Likewise, if there is a pattern as to the types of disputes that follow on from those economic conditions, history shows battles are typically fought in the arenas of contract termination and renegotiation and that commercial fraud practitioners in particular can expect to feast on an increase in fraud and financial misconduct that tend to get unveiled during episodes of market turbulence.

How market volatility exposes fraud in financial markets

Market shocks and scandal tend to go hand in hand. In particular, market volatility often exposes financial misconduct where leverage, collateral or liquidity structures are placed under sudden stress. One well established mechanism by which wrongdoing is unveiled occurs in situations of over-leveraging. The market contexts in which this presents are many and varied, but in broad terms the basic features of this scenario concern lending against secured assets or collateral, with those that are tethered to assets traded in financial markets being particularly vulnerable.

Market Financial Solutions provides a good recent case study of how tightening credit conditions combined with other forces is ultimately revealing of fraud. MFS provided bridging loan and property finance, with that finance in turn being supported by wholesale lending from a consortium of banks including Barclays and Apollo. 

MFS’ issues came to light owing to a sector-specific tightening of credit conditions in private credit markets in turn triggered by wider concerns over underwriting standards, particularly in riskier lending situations. This led many lenders to review their portfolios and due diligence protocols. In the case of MFS and prompted by mounting concerns in private credit, the banks and credit funds funding MFS undertook such a review that revealed various financial malpractices within MFS. In the main this included so-called “double-pledging” (where the same property had been pledged to multiple banks) – the collateral shortfall (that is the shortfall in the value of the underlying securities versus the amount of lending outstanding) is thought to be nearly £1bn.  Irregular features of MFS’ business model and the particulars of the financial misconduct by its management continue to emerge. Indeed, recently issued creditor claims allege that MFS lent money to persons connected to MFS’ owner, Paresh Raka.No doubt there is more to come.

Another area where share price volatility and collapse is exposing of wrongdoing is in the realm of margin lending risk management. This is where an entity builds highly leveraged positions in the market and confronts a situation of falling share prices: when this happens banks make margin calls or call on additional posting of capital which if not complied with triggers investigations and enforcement action. 

Archegos Capital Management is a recent infamous example from across the pond of poor margin lending risk management that is unveiling of fraud against a backdrop of falling share prices. Archegos had taken leveraged positions in a portfolio of risky shares (including some “meme-like” stocks including Baidu and Tencent Music). When the stock prices declined a classic margin-call cascade ensued: a fire sale of the shares further degraded the value of those shares leading to more margin calls with the same result. This mechanism revealed the true scale of Archegos’ hitherto concealed leverage as well as share price manipulation by Archegos executives. The losses were in the billions and attracted criminal investigations as well as SEC enforcement action.

Impact on general commercial litigation

Pivoting away from the exotic world of structured finance, economic pressures can distort incentives in more prosaic legal contexts. Rapid cost inflation can erode (or at worst eliminate) profits and bottom lines, leaving parties confronted with the choice of either termination, renegotiation or trying to climb the steep slopes of a frustration claim. Supply contracts with unhedged long-term pricing mechanisms are particularly vulnerable. 

More cunning counterparties might exploit a situation of economic pressure to renegotiate more favourable terms, giving rise to the question: when does economic pressure exerted by one party on another cross the line into economic duress?  A good illustration of the distinction is the Supreme Court’s consideration of the issue in Pakistan International Airline Corporation v Times Travel (UK) Ltd [2021] UKSC 40. PIAC was facing claims of unpaid commission of circa £1.5m from a Birmingham based travel agent, Times Travel (UK) Ltd. PIAC terminated the contract with Times Travel, pulling the rug from under its business because of Times Travel’s dependency on its revenue stream with PIAC, being pretty much the sole provider of direct flights between the UK and Pakistan. 

PIAC offered to resurrect the contractual relationship on the basis that Times Travel sign a waiver in relation to its claims and agree to a new, much less favourable, commission regime. It did so, but subsequently brought a claim seeking damages for economic duress. The Supreme Court held that PIAC’s termination of the contract was lawful and while it had brought severe economic pressure to bear on Times Travel, it was “lawful economic duress” that did not found a claim.

Conclusion

These are unpredictable and disruptive times, and periods of market volatility frequently generate commercial litigation as financial pressure exposes legal and contractual risks.Contract formation is all about the allocation and management of risks, and certain market contexts require careful management of risks that are tethered to, and seek to provide insulation from, adverse market events. We will be keeping a watchful eye on the evolving situation in private credit markets in particular and how the contractual framework regulating the relationships within that sector holds up under what appears to be deteriorating conditions. 

English law thankfully has a highly developed and sophisticated toolkit of remedies that is adept at dealing with the myriad of disputes thrown its way in times of economic trouble. Sherrards Solicitors is well positioned to offer clients access to teams of specialist and agile litigators with expertise in English law and its broad range of remedies, whatever the market context.   

What Is a Multi-Jurisdictional Dispute?

A multi-jurisdictional dispute arises when a disagreement involves parties, assets, contracts, or events spread across two or more countries. This is increasingly common in modern commerce, particularly where businesses operate through international supply chains, have subsidiaries overseas, or enter contracts governed by foreign law.

These disputes often raise difficult questions:

• Which country’s courts have jurisdiction (i.e. the authority to hear the case)?
• Which country’s law applies to the substance of the dispute?
• Where can a judgment or award actually be enforced against the other party’s assets?

Getting these questions wrong can be costly — both in terms of wasted legal fees and unfavourable outcomes.

 

Why Multi-Jurisdictional Disputes Are So Challenging

1.    Parallel Proceedings

It is not uncommon for both sides to start proceedings in different countries at the same time, each hoping to gain a tactical advantage. This can lead to duplicated costs and inconsistent decisions from different courts.

2.    Conflicting Laws and Procedures

Different legal systems have different rules on everything from disclosure of documents to the types of evidence a court will accept. What is standard practice in England and Wales may be entirely unfamiliar — or even impermissible — in another jurisdiction.

3.    Enforcement Difficulties

Winning a case is only half the battle. If the other party’s assets are located abroad, you will need to enforce your judgment or arbitral award in that country. The ease of enforcement depends heavily on the treaties and agreements in place between the relevant states.

4.    Time and Cost

Coordinating legal teams across multiple jurisdictions increases both the complexity and the expense of a dispute. Without careful management, these costs can quickly outweigh the value of the claim itself.

 

Practical Steps for Managing Cross-Border Disputes

Choose the Right Forum Early

One of the most important decisions in any international dispute is where to bring your claim.

Consider:

• The strength of jurisdiction clauses in your contract: a well-drafted clause can provide certainty and prevent the other side from starting proceedings elsewhere.
• The enforceability of any judgment or award: for example, arbitral awards made under the New York Convention can be enforced in over 170 countries, making international arbitration an attractive option.
• The practical advantages of a particular forum: such as speed, the availability of interim relief (e.g. freezing orders), and the experience of local courts in handling complex commercial cases.

 

Coordinate Your Legal Teams

If proceedings are running in more than one country, it is essential that your legal advisors in each jurisdiction communicate effectively. A lead counsel should be appointed to oversee the overall strategy and ensure that steps taken in one set of proceedings do not undermine your position in another.

 

Consider Arbitration as an Alternative

International arbitration offers several advantages over multi-country litigation:

• A single, neutral forum: avoiding the need for parallel court proceedings.
• Flexibility: the parties can agree on procedural rules, the language of the proceedings, and the location of hearings.
• Enforceability: as noted above, the New York Convention provides a well-established framework for enforcing arbitral awards internationally.
• Confidentiality: unlike most court proceedings, arbitration is private.

 

Protect Your Position with Interim Measures

In cross-border disputes, there is often a risk that the other party will move or hide assets before the case is resolved. Courts in England and Wales have powerful tools to prevent this, including:

• Freezing injunctions: prevent a party from disposing of assets worldwide.
• Search orders: allow evidence to be preserved before it can be destroyed.

These remedies can be sought urgently and, in some cases, without the other side being given advance notice.

 

Get Your Contracts Right from the Start

Many of the difficulties in multi-jurisdictional disputes can be avoided, or at least reduced, with careful contract drafting.

Key clauses to consider include:

• Jurisdiction clauses: specifying which country’s courts will have authority over any dispute.
• Governing law clauses: specifying which country’s law applies to the contract.
• Arbitration clauses: referring disputes to arbitration rather than the courts.
• Service of proceedings clauses: setting out how legal documents should be delivered to each party, which can avoid significant delays in cross-border cases.

 

Key Takeaways

• Multi-jurisdictional disputes are complex, but with the right strategy they can be managed effectively.
• Early decisions about forum, governing law, and enforcement are critical.
• Coordinating legal teams and maintaining a unified strategy across jurisdictions is essential to controlling costs and achieving a consistent outcome.
• Well-drafted contracts can prevent many of these disputes from becoming unmanageable in the first place.

 

How We Can Help

If your business is involved in — or wants to prepare for — a cross-border dispute, our Commercial Litigation and International Dispute Resolution team can assist. We work with trusted legal partners around the world to deliver coordinated, strategic advice wherever your dispute arises.

Get in touch to discuss your matter, or explore our related articles for more guidance on protecting your business in international commerce.

Jan’s extensive experience in the Czech Republic is a valuable addition to Sherrards’ strong international capabilities. His understanding of Central and Eastern European markets will further enhance the support we offer to clients with interests in the region. Jan’s arrival strengthens the firm’s International Desks, which includes our established French, German, Spanish, Italian and China & Southeast Asia desks, and reflects our commitment to delivering seamless cross-border legal solutions through our wider international networks.

His work spans arbitration and court proceedings under a variety of institutional rules, as well as matters before the English courts. Jan is particularly recognised for his ability to manage disputes that involve unfamiliar legal systems, cultural considerations and sensitive commercial issues, providing clear and pragmatic advice throughout.

Paul Marmor, Head of Dispute Resolution and International, commented “Jan brings another dimension to the firm’s international offering placing us literally and figuratively in  an area in Central Europe where few English law firms are operating making us virtually unique among the English legal profession.”

Jan’s appointment reinforces Sherrards’ commitment to delivering an enhanced dispute resolution services and supporting clients on challenging domestic and international matters.

To contact Jan Kunstyr, find his details here.

Why Restore a Dissolved Company?

Restoration may be necessary for several reasons:

• Recovery of Assets: A common reason for restoring a dissolved company, is where at the time of dissolution, money was left in the company bank account. The company may also still hold property or other assets. When the company is dissolved, any assets held by it become bona vacantia (i.e. ownerless property that passes to the Crown). In the case of funds held in the company bank account, these would be transferred out of the account directly to the Crown.
• Unresolved Legal or Financial Matters: Contracts, liabilities, or claims may remain outstanding. For example, a company may have a right to bring a substantial debt claim against another party, and it
• Error in Dissolution: Companies may be struck off due to administrative oversight, such as failure to file annual returns or statutory accounts.
• Continuation of Business: Directors may wish to resume trading or restructure the business.

Who Can Apply for Court-Ordered Restoration?

Under Section 1029 of the Companies Act 2006, the following parties may apply:

• Former directors or shareholders
• Creditors
• Individuals with a legal claim against the company
• Persons with an interest in land or property affected by the company’s dissolution
• Pension fund trustees
• Liquidators or other parties specified by regulation

Time Limits

Applications must generally be made within six years of the company’s dissolution. Exceptions may apply in cases involving personal injury claims or other special circumstances.

The Court Restoration Process:

In summary, the steps undertaken to restore a company to the register (i.e. where administrative restoration is not possible) are:

1. Preparing the Application

Applicants must prepare a claim form and supporting evidence, including:

• A witness statement detailing the reason for restoration (e.g. to recover company funds)
• Evidence of the applicant’s standing (e.g. whether they are a director or a creditor etc.)
• Financial records or proof of assets held by the company (e.g. a bank statement showing the funds transferred to the Crown)

2. Issuing and Serving the Claim

The claim is issued in the High Court or relevant county court. It must be served on:

• The Registrar of Companies
• The Treasury Solicitor (if bona vacantia assets are involved)
• HMRC (if tax matters are relevant)

3. Court Hearing

A hearing date is set, and typically the court will deal with the application ‘on the papers’, meaning that attendance is not required by any party. If successful, the court issues an order for restoration.

4. Post-Restoration Obligations

Once restored, the company is deemed to have continued in existence as if it had never been dissolved. However, it must:

• File all outstanding accounts and confirmation statements
• Address any tax liabilities for the period of dissolution
• Resume compliance with Companies House regulations
• Depending on the terms of the order, close the company down again once the bank account funds have been recovered.

Administrative vs. Court Restoration

While administrative restoration is a simpler process available to former directors or shareholders (under Sections 1024–1028), court restoration is broader in scope and allows creditors and other interested parties to apply. It is the process that must be used if administrative restoration cannot be utilised.

Practical Considerations

• Legal Advice: Restoration is a fiddly and technical process. Legal guidance improves the likelihood of success.
• Costs: Applicants must pay court fees and may incur legal costs. If bona vacantia assets are involved, fees may also be payable to the Treasury Solicitor.
• Impact on Third Parties: Restoration may affect third-party rights, especially if assets were transferred during the dissolution period.

 

If you need to restore a company, particularly to recover funds lost in a bank account, then please contact Aaron Heslop today for a free no obligation discussion.

It was great welcoming Nida Ahmed, foreign affairs graduate of the University of Virginia, USA and Kaela Ruso, third-year law student at the University of Vienna, Austria, to Sherrards’ summer internship programme – here being shown the ropes by Amanda Newman, trainee solicitor and part of Sherrards’ Training Academy, together with Paul Marmor, the head of litigation and international.

Our interns were able to help us out on a number of multi-jurisdictional cases currently being dealt with by the litigation department in the Commercial section of the High Court, which is less than 200 metres from our office.

Thanks also to Stephen McNeill, corporate partner, for his guiding hand, adding to the perspective of our interns.

For more information about Sherrards’ Training Academy, please reach out to Jo Riley on jo.riley@sherrards.com or +44 (0)1727 832830.

Understanding how defamation works — and what options are available — is essential for anyone navigating the modern media landscape.

What Is Defamation, and Why Does It Matter?

Defamation is the legal term for a false statement that unjustly harms someone’s reputation. It takes two primary forms:

• Libel: defamation in permanent form, typically written or published.
• Slander: defamation in transient form, usually spoken.

To succeed in a defamation claim, the statement must be:

• Defamatory: it lowers the person’s reputation in the eyes of reasonable members of society.
• False: truth is an absolute defence.
• Published: communicated to at least one third party.
• Likely to cause serious harm: especially relevant under UK defamation law since the Defamation Act 2013.

In practice, defamatory content may appear in a wide range of contexts — from social media posts and online reviews to traditional journalism and internal company communications.

Examples from the Field

Defamation law spans many sectors and scenarios. Consider the following examples:

The Online Review That Went Too Far

A small business faced a wave of negative attention after a former customer posted an online review accusing the owner of illegal practices. The claim was untrue — but it spread rapidly, causing reputational and financial harm. While businesses must tread carefully due to freedom of expression, the review crossed the line from opinion into false factual allegation. The situation was eventually resolved through direct negotiation and a retraction.

LinkedIn Allegations and Professional Fallout

In another case, a professional’s former colleague shared accusations on LinkedIn, alleging misconduct during a past collaboration. While framed as commentary, the statements suggested criminal behaviour — triggering serious concerns for the individual’s career. The matter highlighted how even ‘personal’ online platforms can be legally actionable if reputational damage occurs.

False Claims in a Press Article

Public figures and companies are often subjected to critical media coverage. In one instance, a technology firm took issue with claims made in a tech magazine article suggesting unethical data practices. After raising concerns directly with the publication, an editorial correction was issued — demonstrating how press accountability and reputational repair can go hand in hand.

Reputation Management in Practice

Legal mechanisms are just one part of managing reputation. Often, the best approach is multi-layered, combining:

• Monitoring: staying aware of what’s said online and in the press.
• Proactive communication: issuing timely, factual statements to clarify misinformation.
• Platform engagement: requesting takedowns or corrections via social media or website hosts.
• Strategic response: weighing the merits of legal action versus reputational risk.

Sometimes, litigation is necessary — particularly where the damage is significant, and informal resolution has failed. Other times, discretion and diplomacy achieve more than a courtroom ever could.

A Shifting Landscape

Defamation law continues to evolve. Courts now weigh freedom of speech more carefully against the right to reputation. Social media has blurred the lines between personal expression and public accountability. At the same time, the public’s appetite for transparency means that how a person or company responds to a reputational threat often says more than the original accusation.

Conclusion: A Matter of Truth, Context, and Care

Reputation is an asset — often built over years, yet vulnerable to damage in moments. Whether the threat comes from a malicious tweet, a misleading article, or a mistaken identity, understanding the basics of defamation and taking timely, measured steps can make all the difference.

In an era of instant communication and lasting digital footprints, vigilance, clarity, and a sound grasp of defamation principles are vital for anyone seeking to protect what matters most: their name.

To find out more about defamation, contact Thomas Clark.