James Thom QC. Practice Overview. Company. Offshore. Property. Called: 1974 Silk Date: (0)

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Lenard Lloyd
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Called: 1974 Silk Date: 2003 "A formidable and suave advocate, who has a keen sense of the mood in the courtroom." Company - Legal 500 2017 "He is very calm and impressive.

1 Called: 1974 Silk Date: 2003 "A formidable and suave advocate, who has a keen sense of the mood in the courtroom." Company - Legal "He is very calm and impressive. It's amazing how much information he can retain." Offshore - Chambers UK Bar & Chambers Global (0) james.thom@newsquarechambers.co.uk Practice Overview James has developed a practice with a huge offshore component, being described in Chambers UK Bar as, "Very, very knowledgeable in relation to all aspects of offshore law." He has appeared in Court at first instance and/or appellate level in many of the Caribbean jurisdictions, and has advised (including assisting with litigation) in many jurisdictions around the world. His main areas of speciality are company and property work and he is described (Chambers Global) as "Technically superb and very authoritive, he is very personable and gives great insight and advice." Company James has experience of a wide range of company matters, especially disputes between investors such as unfair prejudice claims (in England and Wales) and claims for unfair prejudice or winding up on the just and equitable ground (offshore). He has particular familiarity with hedge funds, where his "Unbelieveable ability to drill down to the factual detail" (Chambers Global) is a characteristic. He has both successfully defended and brought claims to wind up hedge funds in the Cayman Islands, as well as claims by or against liquidators of hedge funds, and has assisted in a hedge fund winding up in Jersey. Offshore James works mainly in Caribbean jurisdictions, such as the Cayman Islands, the Turks and Caicos Islands and the British Virgin Islands. His recent cases include successfully resisting an appeal to the Eastern Caribbean Court of Appeal in a a shareholders' dispute and successful litigation against the Government of the Turks and Caicos arising out of a mortgage of development land, and he is currently engaged in a claim in the Cayman Islands against auditors arising out of the collapse of a hedge fund. Directories say: "He's not a song and dance kind of an advocate. He's more considered and careful than that and highly persuasive." Offshore - Chambers UK Bar 2016 James is a leading silk in the Offshore section of Chambers Global 2017 Property James has experience of a wide range of property matters, both in England and Wales and overseas. He is an WC2A 3SW Page 1 of 5

2 author of the Handbook of Dilapidations (Sweet & Maxwell), and has appeared in property matters at the appellate level in England and Wales and offshore. He is currently instructed on an appeal to the Privy Council from a decision of the Court of Appeal of the Turks and Caicos. He is described in the Legal 500, 2016 edition as "Extremely clever, commercially astute and easy to work with". Cases Name: Euro Value Investment Company I v Greater Europe Deep Value Fund II Limited Reference: Court No 2011/369 Date: 1st August 2012 Royal Court of Jersey In this case James advised the Plaintiff, which owned 27% of the Participating Shares in the Defendant, a closed end Jersey hedge fund. Under the Prospectus the Fund had a 5 year life, consisting of a 3 year Investment Period and a 2 year Wind-Down Period, the latter of which could be extended with the approval of the owners of 75% of the Participating Shares. The Directors asked for approval for an extension in order to defer realization of certain real property assets, but approval was not forthcoming. The Directors then proposed to transfer the real property assets to a new "Phoenix" company with a lifetime of 4 years extendable to 6, and to distribute the shares in that Phoenix company by way of redemption in kind. The Plaintiff brought proceedings by Order of Justice seeking, among other things, the winding up of the Fund under the just and equitable ground or in the alternative an unfair prejudice remedy. An interim injunction was granted prohibiting the restructuring until after trial. On the trial of the action it was held that the proposed restructuring was merely a disguised extension of the life of the Fund in circumstances where the necessary approval had been sought and refused, and would be a breach of the terms of the Prospectus. Once approval was refused it was the duty of the Directors to wind the Fund up. The substratum of the company had gone, and it should be wound up. Further, the Plaintiff had established an entitlement to an unfair prejudice remedy, and an order would be made prohibiting the reconstruction. Whether the Fund should be wound up by a court-appointed liquidator or by the Directors was a matter upon which the Court wished to give all the shareholders an opportunity to express their views, and the question of what further relief should be granted was adjourned to a further hearing to take place after the shareholders had been consulted. Practice Area: Company Name: Oliver v Symons Reference: [2012] EWCA Civ 267 Date: 15th March 2012 Court of Appeal Name: NFU Mutual Insurance v HSBC Insurance WC2A 3SW Page 2 of 5

3 Reference: [2010] EWHC 773 (Comm) Date: 19th April 2010 This was a trial of preliminary issues in a dispute between insurance companies. James' clients, HSBC, insured the seller of a property which was badly damaged by fire between the date of the contract and completion of the purchase. James was successful in resisting the buyers' insurers attempt to make his clients contribute to the payment they had made to their insured. Practice Area: Commercial Litigation Name: Re Steel Partners II (Offshore) Limited Date: 2nd January 2010 Grand Court, Cayman Islands A hedge fund was undergoing restructuring. An investor petitioned for a winding up order under the just and equitable ground on the basis that the substratum of the company had failed. James successfully resisted the petition, which was dismissed. Practice Area: Company Name: Bee v Thompson Reference: [2009] EWCA Civ 1212; [2010] 2 WLR 1355 Date: 20th November 2009 Court of Appeal The trial judge had held that a right of way granted by will was limited to agricultural purposes, but James persuaded the Court of Appeal that the right was for all purposes, which would permit the way to be used for residential development. Practice Area: Commercial Litigation Name: Buxton Country Homes Limited v (1) Surfbuild Limited (2) SCSC Developments Limited (3) James Cansdale (Little Chalfont Limited) Reference: [2008] EWHC 1475 (Ch) Date: 27th June 2008 WC2A 3SW Page 3 of 5

4 High Court C was involved in property development. C and Ds had discussed the possibility of a joint venture arrangement. It had been contemplated that C would find properties for development, obtain planning permission and be responsible for site management, and that Ds would fund the purchase of the site and the build costs. In respect of certain properties, Ds had written letters to C setting out terms of the proposed venture. In respect of certain cases where a letter existed, the scope of the development had changed from when the letter was first written. Disputes arose in relation to certain properties. Two of the properties were acquired by C and the others were acquired by the Ds. In general terms, C and Ds were in dispute about whether C was entitled to certain fixed fees in respect of property developments (finder's fees, fees for obtaining planning permission and site management). The parties were also in dispute about profit shares in respect of the various properties in issue, both as to entitlement and extent. Held: Findings were made as to C's entitlement to profit shares in relation to the properties purchased in Ds' names. As to two sites in Ds' name, where the scope of the project had changed since the letter evidencing the joint venture agreement, C was held to be entitled to a share of profits by an implied term or constructive trust, the extent of that profit share to be determined at an inquiry. As to one site in C's name, Ds were held to be entitled by a constructive trust to a profit share to be determined at an inquiry. C was held to be entitled to recover finders' fees and commission in relation to the obtaining of planning permission without deductions. C was held to be entitled to recover a management fee without deductions in relation to two properties, but not others. Name: Malkins Nominees Ltd v Societe Financiere Mirelis SA and others (No 3) Reference: [2006] All ER (D) 326 (Jun) Date: 28th June 2006 High Court The claimant (C) was a nominee company created by a firm of solicitors to hold property for its clients. Pursuant to a liability judgment by Etherton J ([2002] EWHC 1299 (Ch)) and a judgment on preliminary issues by Laddie J ([2004] EWHC 2631 (Ch)) C claimed damages occasioned by the conversion of a share transfer form and share certificate in relation to 100 shares of a company (M), which constituted a 10% shareholding in M. The recoverable loss was the benefit that C's beneficiary company (CTI) would have gained from the head lease of a particular residential property as at a determined date. Five of the eight flats in the property were occupied and thus Part 1 Landlord and Tenant Act 1987 was engaged. The issue for the court to determine was whether the 1987 Act would have prevented CTI from obtaining any benefit under the head lease, and if not what that benefit could be. Held: The Act would not have prevented CTI from obtaining an assignment of the head lease, since CTI and another party interested in seeing the assignment go through had a majority of the votes. The price of the purchase of the headlease was deducted from the financial benefits CTI would have enjoyed had it been the headlessor, and damages were awarded accordingly. WC2A 3SW Page 4 of 5

5 Conversion of share certificate and stock transfer form - damages. Shares to be transferred simultaneously with completion of assignment of head lease. Impact on damages of tenants' rights under Landlord and Tenant Act Articles Date Title Contributors 31st October 2013 Power of sale - can the mortgagee be forced to wait? Published In 5th April 2012 Ways and means Published In Trusts and Estates Law & Tax Journal 10th January 2012 No smoke without fire Published In 31st January 2008 Pye revisited: Human Rights and Adverse Possession Published In 30th June 2006 Human rights and adverse possession Published In WC2A 3SW Page 5 of 5

David Chivers QC. Call: 1983 Silk: 2002

David Chivers QC. Call: 1983 Silk: 2002 Call: 1983 Silk: 2002 David is a highly experienced, sought-after Silk who specialises in company law, corporate litigation, financial services and corporate restructuring/insolvency onshore, offshore