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Year of Call: 2000E: simonjohnson@enterprisechambers.comT: 020 7405 9471Clerk: Michael IrelandClerk: Luke Clark

PRACTICE AREASPartnership and LLPInsolvency & RestructuringCommercial

Home Our People Simon Johnson

Simon Johnson

Banking and FinanceProfessional Negligence and DisciplinaryProperty

Partnership and LLP

Simon is a leading junior in company and partnership disputes (Legal 500, band 4).He advises company boards, individual directors and shareholders on their rightsand obligations arising from companies’ constitutional documents, CA 2006 and thecommon law. He regularly advises on preparations for and the conduct ofacrimonious company and board meetings, the exercise of pre-emption rights inrelation to the sale of shares, and allegations of unfair prejudice and the breach offiduciary and other duties. Simon has advised vendors and purchasers on breach ofwarranty and other claims arising from business acquisitions. He has pursued anddefended directors and senior employees in multi-million pound claims for breach ofduty and breach of confidence. Simon has prepared constitutional documents forcompanies and trusts and chaired company meetings.

Recent cases include:

Advising a transferee of shares on its entitlement to rectification of the companyregister to record its title to shares and whether the transfer was a transaction atan undervalue.

PROFILE

Simon is ranked as a leading junior in company, partnership and insolvencymatters, praised as “an outstanding Chancery barrister who is a QC and HighCourt judge in the making” who is “excellent at everything and should be a silkalready” (Legal 500, 2018). His practice also encompasses contractual disputesof all kinds, bank recovery proceedings, professional negligence and propertydisputes, together with asset tracing and freezing orders. Very often he appearswithout a leader against QCs. He practices mainly in the Commercial Court andChancery Division and has acted in the Supreme Court and Court of Appeal (inthe latter with and without a leader).

PRACTICE AREAS

Advising an LLP on reporting obligations and causes of action against a seniormember of the LLP for breaches of the LLP agreement and misfeasance.

Advising directors on their rights and obligations in the context of a shareholderdispute and potential insolvency.

Advising a financial institution on its entitlement to convert amounts outstandingunder loan notes into shares.

Advising shareholders and directors on the proposed sale of an internetbusiness and the impact of restrictive covenants and good faith obligations in ashareholders’ agreement.

Advising directors and shareholders on their duties in the context of a potentialinsolvency, their rights under a shareholders’ agreement and their exposure toclaims for breach of warranty.

Insolvency & Restructuring

Simon is a leading junior in insolvency disputes (Legal 500, band 4). He advises andrepresents officeholders, debtors and creditors in all manner of corporate andpersonal insolvency cases. Simon has particular expertise in clawback claims againstdirectors and regularly defends officeholders in challenges to their appointmentsand claims for misfeasance. He has conducted or defended numerous applicationsunder the Cross-Border Insolvency Regulations and the EU Insolvency Regulation.He has many years’ experience of cross-border insolvencies of extreme complexityand high value, starting with T&N/ Federal-Mogul, where he was junior counsel tothe administrators. Simon edits the restructuring chapter of Gore-Browne onCompanies and has advised debtors and creditors on proposed voluntaryarrangements, including landlords considering retail CVAs.

Recent cases include:

Representing banks in high value claims against company directors pursuant topersonal guarantees.

Representing administrators on challenges to their appointment arising from analleged conflict of interest and an alleged improper purpose to a paragraph 14appointment.

Ferioli v. Toniolo & Anor: advising debtors on their defence of claims under theEU Insolvency Regulation by their Italian trustee in bankruptcy.

Represented the petitioning creditor in insolvency proceedings concerning NottsCounty Football Club Limited.

Defending administrators from a multi-million pound misfeasance claim brought

by a former director and shareholder in connection with the development andsale of a high calibre mixed-use site in Edinburgh.

Advising an industrial company on insolvency issues arising from potentialliabilities for personal injury caused by exposure to asbestos.

Advising an Australian trustee in bankruptcy on the enforcement of orders of theAustralian court against an English domiciliary.

Advising two individuals on applications to annul a high value bankruptcy orderand remove a trustee in bankruptcy.

Advising creditors on an IVA proposed by Katie Hopkins and a retail CVA.

Advising and representing insolvency officeholders on numerous claimsconcerning transactions at an undervalue, preferences, and claims undersections 245 and 423 IA 1986.

Commercial

Simon advises clients on a wide range of business disputes including theinterpretation, performance and termination of contracts, remedies for breach ofcontract including specific performance and account of profits, restitution, breach ofconfidence and claims against financial advisers and financial institutions. He hasparticular expertise in cross-border cases involving foreign jurisdictions and issuesof foreign law. He has extensive experience of obtaining and policing freezingorders. For several years Simon has represented large groups of UK citizens suingIFAs, property development companies and lawyers in connection with the purchaseof overseas property.

Recent cases include:

Representing the claimant in proceedings against her former partner for breachof fiduciary duty and breach of contract.

Representing the claimant in a multi-million pound claim for specific performanceof a “heads of terms” contract for the grant of a lease of a strategic freight site incentral London. Led by Zia Bhaloo QC.

Barclay-Watt & Ors v. Alpha Panareti Public Limited & Ors: Representingclaimants in a Commercial Court group action for damages for misrepresentationand negligence in relation to the sale of property in Cyprus with associated loanfinance. Simon has advised approximately 40 other claimants with similar claimsinvolving other developments and defendants.

Representing “household name” businesses in their multi-million pound claimagainst a service-provider for breach of contract and restitutionary damages

arising from overcharging under two service agreements.

Representing the claimant company in a Commercial Court claim for damagesand injunctive relief arising from the breach of a Tomlin order.

Various claimants v. Giambrone Law & Ors [2017] EWCA Civ 1193: Successfullydefeated an appeal on the proper measure of compensation for breach of trust,solicitors’ duty of care in tort, and the duty to seek informed consent beforedisbursing client funds under the Solicitors’ Accounts Rules, in the context ofbuying property Italy. Led by Zia Bhaloo QC. Successfully resisted thedefendants’ application for permission to appeal to the Supreme Court.

Banking and Finance

Simon undertakes a wide range of banking work, including recovery proceedingsunder facility agreements, guarantees, mortgages and other securities. He hasextensive experience of disputes concerning LPA receivers appointed by banks,including claims for injunctive relief. Simon advises on compliance matters andSharia-compliant products. Simon is familiar with FSMA 2000 and has appeared forthe proponents of Part 7 banking business transfer schemes. Simon has pursuedappointed representatives of regulated financial advisory businesses in litigationconcerning overseas property and via the Financial Services Compensation Schemeand the Financial Ombudsman Service.

Recent cases include:

Representing banks in recovery proceedings against company directorspursuant to personal guarantees including resisting applications for injunctions torestrain the sale of charged property by LPA receivers.

Acting for claimants against appointed representatives in the context of cashingin regulated investments to purchase off-plan property sold by the “Harlequin”companies in the Carribbean.

Advising a company on the enforceability of rights under loan notes issued bythe company and held by a commercial lender.

Professional Negligence and Disciplinary

Many of Simon’s cases concern allegations of breach of duty against professionals

including solicitors, accountants, surveyors, IFAs, banks and insolvencyofficeholders. Simon represents the claimants in the Giambrone litigation, whopursue solicitors appointed to advise them on the purchase of holiday property inItaly. The case raises important questions about the measure of compensation forsolicitors’ breach of trust and negligence (SAAMCO). Simon has advised andrepresented numerous individuals in claims against IFAs and foreign lawyers insimilar contexts. He has appeared for accountants subject to proceedings before thedisciplinary tribunal of the ICAEW.

Recent cases include:

Advising a high net worth individual on claims by former professional advisersand potential counterclaims for professional negligence.

Various claimants v. Giambrone Law & Ors [2017] EWCA Civ 1193: Successfullydefeated appeal on the proper measure of compensation for breach of trust,solicitors’ duty of care in tort, and the duty to seek informed consent beforedisbursing client funds under the Solicitors’ Accounts Rules, in the context ofbuying property Italy. Led by Zia Bhaloo QC. Successfully resisted thedefendants’ application for permission to appeal to the Supreme Court.

Property

Property assets are at the centre of many of Simon’s cases. He recently representedthe claimant in a landmark claim for specific performance of a “heads of terms”contract to grant a lease over a strategic freight site in central London, worth tens ofmillions of pounds. This case raised questions concerning enforceability, uncertainty,section 2 LPMPA 1995 and estoppel by convention. Simon has representedpurchasers in claims concerning unlawful common investment schemes, fractionalownership investments and joint ventures for the construction of studentaccommodation. He has extensive experience of proprietary tracing claims andclaims under TOLATA concerning beneficial interests in property arising from allmanner of trusts in both commercial and family contexts.

Recent cases include:

Bokhari & Anor v. Shah: Representing the claimants in proceedings against anagent for breach of fiduciary duty arising from property investments in centralLondon. Simon obtained a proprietary injunction and worldwide freezinginjunction against the defendant, with challenges to those orders dismissed.

Representing the claimants in proceedings against family members concerning

the beneficial ownership of a multi-million pound property portfolio in westLondon.

Represented the claimant in a multi-million pound claim for specific performanceof a “heads of terms” contract for the grant of a lease of a strategic freight site incentral London.

Barclay-Watt & Ors v. Alpha Panareti Public Limited & Ors: representing theclaimants in a Commercial Court group action for damages for misrepresentationand negligence in relation to the sale of property in Cyprus with associated loanfinance. Simon has advised approximately 40 other claimants with similar claimsinvolving other developments and defendants.

Commercial law and professional negligence [2017]

Advising on the enforceability in England of a judgment of the courts of Dubai.

Commercial law and professional negligence [2017]

Advising on claims by a Hong Kong corporation against Iranian and other defendants

Escuris SA v. John Lake Shellfish Ltd [2017]

Represented the claimant in a claim for damages arising from the termination of acontract for the supply of tinned shellfish; defended a counterclaim of £9.5 million forbusiness interruption damages formulated on the “loss of a chance” basis.

Smith Medical International Ltd & Anor v. Hansraj Nayyar Medical India [2014]

SIGNIFICANT CASES

EWHC (Comm)

Represented the applicant in a jurisdiction dispute concerning the scope ofjurisdiction agreements in a chain of commercial agreements. Leggatt J describedSimon’s submissions as “presented with great skill”.

Elek v Bar-Tur [2013]EWHC 207 (Ch); [2013] 2 EGLR 159; [2013] 8 EG 107; and in the Court of Appeal [2013]EWCA Civ 1774:

Represented the successful defendants who defeated a claim for restitutionarycompensation arising from the termination of a joint venture agreement. Ryder LJdescribed Simon’s submissions as “objectively incontrovertible”.

British Gas Trading Limited v. Perenco UK Ltd and Hess Limited [2006]EWHC 233 (Comm) and in the Court of Appeal [2006] EWCA Civ 900, [2006] 2 CLC57

Successfully defended the termination of long-term gas supply contracts. Led byLaurence Rabinowitz QC.

The Solitaire Arbitration

The longest running arbitration in English legal history: Represented the owners intheir defence of the builder’s counterclaims for delay and variations valued at (Sing)$230 million. Led by Nick Dennys QC and Andrew Goddard QC.

Banking and financial services [2015]

Advising on the availability of claims against LPA receivers by a mortgagor owning a

multi-million pound buy-to-let portfolio.

Burdale Financial Limited v. Agilo Masterfund Limited [2008]EWHC 1103 (Ch)

Defeated a vulture fund’s attempt to accelerate the repayment of mezzanine loans.Led by Antony Zacaroli QC.

Re Chesterton International Limited & Ors [2017]EWHC (Ch)

Represented the liquidators of the Chesterton estate agency companies inapplications for Berkeley Applegate relief and directions regarding the propertreatment of company property and trust property worth millions of pounds.

Alexander-Theodotou v. Michael Kyprianou & Co LLC [2016]EWHC 1493 (Ch); [2016] BPIR 1114

Represented the successful applicant in setting aside a statutory demand where thedebt arose from the alleged liability of a solicitor to pay the fees of foreign counsel.Led by Andrew Henshaw QC

Insolvency and restructuring [2016]

Advised the PI insurers of an LLP on the proposed settlement of a multi-million poundclaim issued by liquidators in an offshore jurisdiction.

Insolvency and restructuring [2016]

Advised a defendant in a multi-million pound claim issued by liquidators in anoffshore jurisdiction for breach of fiduciary and other duties as a shadow director.

Insolvency and restructuring [2016]

Advised an LLP on its response to proceedings in the Delaware bankruptcy court fororders compelling the disclosure of information and documents pertaining to a USsubsidiary.

Ryan v. Tiuta International Limited (in CVA) [2015]BPIR 123

Represented the successful applicant in setting aside a multi-million pound statutorydemand issued against him on the grounds that the waiver of cross-claims in a deedof surrender was void for economic duress. The consequential claim settled shortlybefore trial.

Winterhill Asset Limited v. Catfoss Finance Limited [2015]EWHC (Ch)

Represented the liquidator of an engineering company in a three-way dispute,successfully compromised during trial, about the availability of Berkeley Applegaterelief and alleged personal liability for conversion.

In re Skycat Group Limited [2007]EWHC 3116 (Ch)

Represented the successful applicant in a contested application for an administrationorder in the context of a deadlocked company.

In re Metronet BCV Ltd (PPP Administration) [2007]EWHC 2697 (Ch); [2008] Bus LR 823; [2008] 2 All ER 75

Rights of veto over a transfer scheme in a special administration. Led by AntonyZacaroli QC.

In re Rajapakse [2007]BPIR 99; [2008] BPIR 283

Represented the successful applicant in the first London High Court applicationunder the Cross-Border Insolvency Regulations.

In re T&N [2005]EWHC 2990 (Ch); [2006] 1 WLR 1792

The governing law of US mass tort claims in one of the most complex insolvencies ofthe last 25 years. Led by Richard Snowden QC and Peter Arden QC. Junior counselto the administrators and draftsman of constitutional documents for the T&N UKAsbestos Trust for the compensation of persons afflicted by asbestos-relateddisease.

In re Piacentini [2003]EWHC 113 (Admin); [2003] QB 1497; [2003] 3 WLR 354

Represented the receiver in a successful application concerning the incidence ofliability for income tax in a receivership under the Criminal Justice Act 1988.

Wilkinson & Ors v. North & Ors [2016]EWHC 1242 (Ch)

Represented the claimants at the trial of an equitable tracing claim regarding trustproperty misapplied in breach of a trust arising in a commercial context.

Erlam & Ors v. Lutfur Rahman & Anor [2016]EWHC 111 (Ch); [2016] BPIR 856; [2016] P&CR DG5

Represented the successful claimants at the trial of a claim proving that the disgracedformer mayor of Tower Hamlets was the true beneficial owner of a freehold property;a trust deed purporting to show a constructive trust in favour of the wife was a sham.

Walsh v. Shanahan & Ors [2013]EWCA Civ 411; [2013] 2 P&CR DG7

Represented the appellants at first instance and in an appeal which establishes thatthe court retains a discretion to refuse an account of profits for breach of theequitable duty of confidence, even in the fiduciary context. Led by GeraldineAndrews QC.

Walsh v. Shanahan & Ors [2013]EWCA Civ 675; [2013] 5 Costs LO 738

Represented the appellants in an appeal concerning the operation of Part 36 offers.

CAREER AND ASSOCIATIONS

2010 to date: Barrister at Enterprise Chambers.

2002 to 2008: Barrister and Senior Associate in the Advocacy Group of leadinginternational law firm, Dentons.

1994 to 1997: BA (Hons) in Modern History, University of Oxford, First Class.

1995 to 1997: Elected as a Scholar of University College, Oxford.

1997: Prize for best First Class degree in Modern History from candidates atUniversity College.

1998 to 2000: Queen Mother’s Major Scholarship and Hardwicke EntranceExhibition, Middle Temple.

Diploma in Law (City University – Commendation); BVC (Inns of Court School ofLaw – Very Competent).

Member of the Chancery Bar Association and the Insolvency Lawyers Association.

Simon is fluent in Spanish and literate in French.

Simon provided free legal advice for several years through the Citizens’ AdviceBureau at the Royal Courts of Justice and the LawWorks Legal Advice Centre inPoplar. He is a volunteer with the CLIPS scheme operated by the Chancery BarAssociation.

Simon has served as the governor of a primary school and a volunteer andfundraiser for a soup run for the homeless in central London. For 5 years heorganized a week-long programme of voluntary work in southern France forapproximately 30 university students and others. Simon has participated in thisprogramme in most years since 1997.

PUBLICATIONS

Contributor to ‘Gore-Browne on Companies: chapter 46, mergers, restructuring andamalgamation.’

Contributor to ‘Gore-Brown Special Release: published annually; a series of articleson piercing the corporate veil.’

Contributor to ‘Practical Law: company law and insolvency topics.’

Contributor to ‘The Journal of International Finance & Banking: the reform ofinsolvency law in Saudi Arabia.’

LONDON

9 Old SquareLincoln’s InnLondonWC2A 3SR

T 020 7405 9471E london@enterprisechambers.com

BRISTOL

4-5 College GreenBristolBS1 5TF

T 0117 450 7920E bristol@enterprisechambers.com

LEEDS

43 Park SquareLeedsLS1 2NP

Simon regularly presents seminars and talks on matters of relevance to hispractice. Details are available on request.

T 0113 246 0391E leeds@enterprisechambers.com

NEWCASTLE

65 QuaysideNewcastle upon TyneNE1 3DE

T 0191 222 3344E newcastle@enterprisechambers.com

Barristers regulated by the Bar Standards Board.

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