Andreas Gledhill

Restructuring and Insolvency

Andreas was nominated for insolvency junior of the year at the Chambers & Partners Bar Awards in 2007, and has been ranked in the independent legal directories as a leading junior in this field for the past ten years. 

He has been involved in many of the high profile corporate collapses over that time:  EMI (for the private equity house, Terra Firma); Kaupthing (for H.M. Treasury, the Financial Services Compensation Scheme and counterparties); Heritable Bank (for the FSCS); Britannia Bulk (for bank lenders); Nortel (for the North American office holders); Dunfermline Building Society (for H.M. Treasury); Bear Stearns (for Bear Stearns); Enron (for the administrators); Farepak (for bank lenders); TXU (for the administrators); and MG Rover (for the administrators).

Company Law

Andreas has expertise in shareholders’ disputes (including unfair prejudice petitions), derivative actions, claims under share sale agreements, proceedings for share register rectification, and claims against directors for breach of duty.  He also has experience of regulatory proceedings and company investigations, both instructed by, and against, the Government.

Civil Fraud

Andreas is experienced in civil fraud proceedings involving tracing and proprietary claims (both within the U.K. and cross-border), breach of fiduciary duty, and constructive trusteeship.  He has particular expertise in the use of insolvency techniques in these contexts, and has conducted numerous private examinations under s.236 of the Insolvency Act 1986 in aid of intended claims, and to safeguard misappropriated assets.  He also has experience of urgent applications for pre-trial injunctive relief.

Professional Negligence

Andreas regularly advises on, and litigates, professional negligence claims, in particular concerning company directors, solicitors and accountants.  He acts both for claimants and defendants.

Tax Litigation

Andreas is regularly instructed by H.M. Revenue & Customs to litigate direct tax disputes, and to advise in the run-up to litigation.  Since 2007, he has been acting for HMRC in two test cases concerning the availability of tax reliefs for the British film industry (see below).  He also has specific recent experience of advising in connection with the tax treatment of major PFI projects, and securities repurchase agreements (“repos”).

Restructuring and Insolvency

• Maltby Holdings Ltd v Spratt (2011)
  Instructed by Clyde & Co for the leading private equity house, Terra Firma, in this case arising out of the collapse of the global music company, EMI.
• Re Heritable Bank plc (in administration) (2010)
  Instructed by Denton Wilde Sapte LLP to advise the Financial Services Compensation Scheme in relation to proprietary rights in the Scottish insolvency proceedings. 
• Re Kaupthing Capital Partners II Master LP, Inc [2010] BCLC 259
  Instructed by Mayer Brown International LLP, with Gabriel Moss Q.C., for the principal creditor of a Jersey-based private equity fund established by the Kaupthing group before its collapse.  The case considered issues as to the fund’s COMI (centre of main interests), the validity of the office holders’ appointment, and their removal from office.
• In re Kaupthing Singer & Friedlander Ltd [2010] BCLC 673 (CA)
  Instructed by Slaughter and May and Denton Wilde Sapte LLP, with Robin Dicker Q.C., for H.M. Treasury and the Financial Services Compensation Scheme.  The case concerned proprietary rights to a trust fund of £150m set aside at the direction of the FSA by Kaupthing before its collapse, and construction of the terms of the FSA’s supervisory notice.

Company Law

• UC Rusal plc v Corbiere Holdings Ltd (2011)
  Instructed by Mishcon de Reya, with Jonathan Crow QC, in a substantial offshore dispute between two minority shareholders in the Russian nickel mining giant, OJSC Norilsk Nickel. 
• Re GHD Group Holdings Ltd (2010)
  Instructed on behalf of the petitioner, with Tony Peto QC, in these substantial unfair prejudice proceedings arising out of a private equity acquisition.
• Re FO Architects Ltd (2010)
  Instructed on behalf of the respondent to an unfair prejudice petition, arising in the context of a divorce between the two shareholders.   

Civil Fraud

• Defty v Blake (2010)
  Instructed by the first defendant to a claim for fraudulent trading, and breach of fiduciary duty in respect of alleged misappropriations of company assets.
• 4eng Ltd v Harper [2007] EWHC 1568
  Instructed by the first defendant to a claim for deceit arising out of a share sale agreement.
• Re Harringtons Ltd; Yeldon v Mosses (2007)
  Instructed by Latham & Watkins LLP for the claimants in a substantial multi-jurisdictional fraud claim, involving private examinations of witnesses in three different jurisdictions before the commencement of proceedings, and pre-trial freezing orders.

 Professional Negligence

• Tussauds Attractions Ltd v Knight & Sons (2008)
  Instructed by Travers Smith for the claimant in a negligence action against solicitors arising out of a defective intellectual property rights licence.
• Beanland v Barlows (2008)
  Instructed for the defendant solicitors in a negligence claim arising out of a defectively drafted share sale agreement.
• Wiggins Group plc v HLB Kidsons (2006)
  Instructed by Travers Smith for the claimant in a negligence claim relating to an accountant’s valuation of the deferred consideration payable under a share sale agreement.

Tax litigation

• Micro Fusion 2004-1 LLP v HMRC [2010] S.T.C. 1285 (C.A.)
  Instructed by HMRC, with Ingrid Simler QC, in this test case about entitlement to relief for film production costs.  The case considered what is involved in “exploiting” a film within the meaning of s.42 of the Finance (No. 2) Act 1992, and whether a film exploited by a sale of the master negative is trading stock. 
• Halcyon Films LLP v HMRC [2010] S.T.C. 1125 (C.A.)
  Instructed by HMRC, with Ingrid Simler QC, in this further test case about entitlement to relief for film acquisition costs.  The case considered whether the provisions of the Finance Act 2002 aimed at preventing successive claims to acquisition relief in respect of the same film bar three year relief under s.42 of the Finance (No. 2) Act 1992 as well as accelerated relief under s.48 of the Finance (No. 2) Act 1997. 
• Thorpe v HMRC [2010] S.T.C. 964 (C.A.)
  Instructed by HMRC, with Ingrid Simler QC, in this appeal following the termination of approval for a self-administered retirement benefits scheme.  The case considered the rule in Saunders v. Vautier, and the jurisdiction of the Special Commissioners to entertain public law defences in the context of the taxpayer’s appeal against an officer’s assessment to tax.

Andreas has substantial experience of banking and financial services litigation.  His cases have included disputes and advisory work in relation to bond and facility defaults, mergers and acquisitions, derivative transactions, company charges, custody agreements, and forum issues.

In 2004, he was counsel to the liquidators in Re Spectrum Plus Ltd, the leading case on the distinction between fixed and floating charges.  In 2007-2008, he acted for the Granada Group in the Box Clever litigation (Nomura International v Granada Group plc [2008] Bus. L.R. 1), and in 2008-2009, for Abbey National in defending the first major civil claim brought by the FSCS for alleged retail investment misselling (FSCS v Abbey National Treasury Services plc [2009] Bus. L.R. 465).

• R (Emptage) v Financial Services Compensation Scheme (2011)
  Instructed by SNR Denton on behalf of the respondent in this judicial review concerning the basis on which compensation is payable in respect of failed property investments funded by mortgage borrowing.
• Credit Suisse Securities Ltd v Kaupthing Singer & Friedlander Ltd (2011)
  Instructed by Allen & Overy, with Anthony Zacaroli QC, for Credit Suisse, in a £25m claim arising out of a substantial share transaction shortly prior to the administration of Kaupthing. 
• Re Y (2010)
  Instructed by Slaughter and May, with Robert Miles QC, to advise a leading financial institution in relation to allegations of retail investment misselling.  
• Re the Asset Protection Agency (2010)
  Instructed by H.M. Treasury, with James Eadie QC, to advise on various aspects of the scheme established by the United Kingdom government in January 2009 to underwrite impaired investments in the banking sector.

Andreas is currently instructed by Clyde & Co, with Andrew Green QC, in a US$750 million insurance arbitration in an overseas jurisdiction.  The claim concerns (among other things) issues of construction delay.

Andreas is currently advising the broadcasting regulator, Ofcom, on various licensing and regulatory issues.

VAT registration number: 629109928