Michael Gibbon QC. Call 1993 Silk

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Michael Gibbon QC Call 1993 Silk 2011 mgibbon@maitlandchambers.com Michael has a broad-based litigation practice, which in particular covers commercial, insolvency, company, trusts and tax litigation.

1 Michael Gibbon QC Call 1993 Silk 2011 Michael has a broad-based litigation practice, which in particular covers commercial, insolvency, company, trusts and tax litigation. He has extensive High Court and specialist tribunal advocacy experience, in particular in cases involving financial instruments, directors duties, insolvency and restructuring, analysis of financial information and (over more recent years) tax. His cases often have an international element, and are frequently high value or have a high profile in their fields. He has appeared in a wide range of reported cases over the years (including the Privy Council case Schmidt v Rosewood, concerning trust beneficiaries rights to information; the House of Lords case West v Trennery, concerning capital gains tax and an avoidance structure involving trusts; and the Privy Council case Gamlestaden v Baltic Partners, where a company shareholder in an offshore structure was complaining of unfair prejudice). Michael s clients include UK based and international solicitors, as well as UK government departments. From 1999 to 2011 he was one of the Attorney General s panel of junior counsel appointed to undertake civil advocacy and advisory work of government departments, in 2007 being promoted to the A panel, the most senior of the Attorney General s three panels. Panel appointments are made with particular regard to advocacy ability. Michael was appointed Queen's Counsel in He is frequently instructed in valuable and high profile cases on behalf of the government. He is one of the editors of the White Book, the leading practitioners text on civil procedure in use in the higher courts. He has also in the past acted as a consulting contributor to Palmer s Company Law Manual. Before training for the Bar, Michael was an investment banker, working first in international capital markets and then in corporate finance. This background is of particular value in cases involving derivative instruments, listed securities, and complex funding structures. Michael is chair of the International Committee of the Chancery Bar Association. He is also appointed to sit as a QC member of Bar Tribunal & Adjudication Service professional disciplinary panels. Specific Practice Areas Company/Commercial/Partnership Michael has substantial advisory and advocacy experience of cases involving contractual disputes, directors duties, minority shareholders rights, debt instruments, and disputes over the interpretation of partnership agreements. He is also frequently instructed by HMRC on tax matters requiring commercial experience or an understanding of financial products. Cases include: Goldtrail v Onur Air [2017] 1 WLR 3014 (Supreme Court) (the circumstances in which an owner s means should be taken into account when imposing a financial condition on a company) 1

2 Jetivia SA & Anor v Bilta (UK) Ltd (In Liquidation) & Ors [2016] AC 1 (Supreme Court) (whether illegality can be raised as a defence by controlling directors of a company in defence to a claim by the company for breach of fiduciary duty instructed for intervener) Goldtrail Travel v Aydin [2015] 1 BCLC 89 (Chancery Division) (claims based on allegations of breach of fiduciary duty and dishonest assistance) Pike v HMRC [2014] BTC 33 (Court of Appeal) (an additional sum payable on the redemption of loan stock was interest, not capital) DCC Holdings v HMRC [2011] 1 WLR 44 (Supreme Court) (proper treatment of fixed price contracts for the sale and repurchase ( repo ) of gilts) Klincke v HMRC [2010] STC 2032 (Upper Tribunal) (qualifying corporate bonds) Morgan v HMRC; Self v HMRC [2009] SFTD 160 (First-tier Tax Tribunal) (dispute over proper interpretation of Ernst & Young s partnership agreement and later LLP agreement in relation to treatment of payments to retiring partners) Alan Blackburn Sports [2008] STC 842 (Chancery Division) (consideration of meaning of subscription and issue of shares under companies legislation) Harding v HMRC [2008] STC 1965 (Chancery Division) (qualifying corporate bonds) Gamlestaden v Baltic Partners [2008] 1 BCLC 468 (Privy Council) (claim for relief for unfair prejudice available to investor member, even if potential benefit can only be achieved in his capacity as a loan creditor) Might SA v Redbus Interhouse [2004] 2 BCLC 449 (Chancery Division) (dispute concerning the calling of a company meeting, and the chairman s conflict of interest) Euroafrica Shipping Lines v Zegluga Polska [2004] 2 BCLC 97 (Commercial Court) (a hearing about the effect of corporate reorganisation, arising in a substantial dispute between two Polish shipping companies) Michael has also recently acted in an LCIA arbitration arising out of a substantial shareholder dispute concerning a Russian social network. Insolvency/Restructuring Michael has substantial experience of insolvency and restructuring matters, including a great deal of advocacy experience in litigation concerning corporate and personal insolvency, including asset tracing and proceedings against directors and shareholders for corporate debts and unlawful dividends. He also frequently advises in relation to issues arising in insolvencies with an international dimension. In early 2018 Michael was instructed to act for the Official Receiver as liquidator in the urgent application to appoint Special Managers over the Carillion companies. Cases include: Re: GP Aviation [2014] 1 WLR 166 (Chancery Division) (whether the right to appeal a company's tax assessment was a chose in action capable of assignment by a liquidator) Trimast v Tele-Columbus [2010] All ER (D) 51 (Chancery Division) (concerning proper construction of intercreditor agreement in context of restructuring of German telecommunications group) 2

3 Re Modern Jet Support Centre [2005] 1 WLR 3880 (distraint not a form of execution within the meaning of s183 of the Insolvency Act 1986) IRC v Nash [2004] BCC 150 (Chancery Division) (director made personally liable for debts of failed company) Re: Equity & Provident Limited [2002] 2 BCLC 78 (Chancery Division) (company wound up in public interest where conduct complained of was that of one man, who was unfit to be a director) Re: Hopes (Heathrow) Ltd [2001] 1 BCLC 575 (Chancery Division) (director unfit when company had cash-flow difficulties) Re: BCCI (No. 10) [1997] Ch 213 (Chancery Division) (insolvency set-off and conflict of laws) In addition, Michael has in recent years been instructed to act in litigation over the ownership of assets associated with Bernard Madoff, and also in relation to restructuring of a large commercial paper backed investment fund which closed as a result of the credit crunch. In 2012 Michael was a co-author (with Catherine Addy and Fiona Dewar) of the Chancery Bar Association s Response to the Ministry of Justice s Consultation Paper on reform to the process of applying for bankruptcy and compulsory winding up. Trusts and trust related work Michael s principal focus in this area is litigation, in particular involving the removal of trustees and personal representatives, and attacks on trust structures. Cases include: Audley v HMRC [2011] UKFTT 219 (TC) (First-tier Tax Tribunal) (concerning an avoidance scheme utilising relevant discounted securities and a two trust structure) Thomas & Agnes Carvel Foundation v Carvel [2008] Ch 395 (Chancery Division) (mutual wills, discretion to remove personal representative under Judicial Trustees Act 1896) Herman v HMRC [2007] STC (SCD) (Special Commissioners) (attempt using two trust structure to avoid tax on gains held in an offshore trust) West v Trennery [2005] 1 All ER 827 (House of Lords) (capital gains tax avoidance scheme involving use of two trusts) Schmidt v Rosewood [2003] 2 AC 709 (Privy Council) (trustees duties of disclosure to persons claiming to be interested in a trust, Court s supervisory role in respect of trusts) Tang Man Sit v Capacious Investments [1996] AC 514 (Privy Council) (breach of trust and election between alternative remedies) Michael has also written on beneficiary information rights for Trusts and Trustees (Vol 17, Issue 1, pp 27-33) Valuation work Michael has specific experience of disputes involving the valuation of land and company shares. His experience includes: Netley v HMRC [2017] SFTD 1044 (First-tier Tax Tribunal) (principles on which the market value of shares admitted to the Alternative Investment Market and gifted to a charity should be determined) 3

Marks (Stephen) v HMRC [2011] UKFTT 221 (TC) (First-tier Tax Tribunal) (Concerning the valuation of shares owned by the founder of French Connection) Allen (VO) v Freemans [2011] RA 91 (Upper

to valuation of a private company) A dispute as to the value of the share capital of a large UK subsidiary of a multi-national retail and manufacturing operation (settled shortly before trial).

College Cambridge) Recommendations Chancery: Commercial "Far-sighted and demonstrates really sound judgement." "His grasp of detail in incredibly good.

4 Marks (Stephen) v HMRC [2011] UKFTT 221 (TC) (First-tier Tax Tribunal) (Concerning the valuation of shares owned by the founder of French Connection) Allen (VO) v Freemans [2011] RA 91 (Upper Tribunal) (a substantial dispute concerning the rateable value of a large distribution warehouse) Marks (Ross) v Sherred [2004] STC (SCD) 362 (Special Commissioners) (concerning the correct approach to valuation of a private company) A dispute as to the value of the share capital of a large UK subsidiary of a multi-national retail and manufacturing operation (settled shortly before trial). Memberships COMBAR Chancery Bar Association Insolvency Lawyers Association Wales & Chester Circuit Languages Welsh, French Qualifications BA (Magdalen College Oxford) (First Class) MPhil (King's College Cambridge) Recommendations Chancery: Commercial "Far-sighted and demonstrates really sound judgement." "His grasp of detail in incredibly good. He can just digest incredibly complicated cases and master them astonishingly quickly." (2019) "Lovely to deal with, he's clever and personable. He's got a good touch with clients and with judges." "A very careful lawyer, who's not shouty and is as straight as an arrow. He doesn't take bad points." (2018) "Clever, focused and able to pick up complex issues very quickly." (2017) "He is clever, very balanced and judicial in his approach, and easy to get on with. Clients really like him." (2016) "He is a go-to for any commercial disputes with significant banking or financial issues." "He invariably adds an insightful new dimension to the analysis of complex legal issues." (2015) 4

5 "A commercial chancery heavyweight." "He is approachable, warm and very knowledgeable." (2014) "Absolutely charming." (2013) "Measured style." (2012) Company "An excellent advocate and a commercial and user-friendly lawyer." (2019) "He has a very good technical knowledge of the area, and brings general commercial awareness and business acumen to bear." (2018) Very industrious. (2017) "Ferociously bright and has a very authoritative, relaxed tone about him in court." "Completely unflappable." (2016) "A highly regarded silk who undertakes a range of company law litigation." "He gains plaudits for his advocacy skills and user-friendly approach." (2015) "Highly recommended." "Calmly applied, incisive logic." "He has a measured, even tone, shows really sound judgement and judges trust him." (2014) "An incredibly bright lawyer with a gentle but highly effective style of advocacy." (2013) "Outstanding in all respects." (2012) Restructuring/ Insolvency "He gives very good commercial advice." "He is excellent and demonstrates really sound judgement. He is very far-sighted." (2019) "He is an excellent advocate and is a commercial and user-friendly lawyer." "He is a very persuasive and eloquent advocate." "In terms of his intellectual ability, he is outstanding." (2018) An effective advocate in court. (2017) "Sensible, practical, approachable and clever." (2016) "Praised for his enviable skills both in the courtroom and in conference." "He is regarded as being particularly well suited to an insolvency or restructuring matter involving heavy litigation." 5

6 "He is thorough, calm, user-friendly and commercially astute." "An outstanding advocate." (2015) "Adept at representing clients in both corporate and personal insolvency matters." (2014) "An outstanding, extremely user-friendly advocate." (2013) "An excellent technical barrister." (2012) Tax "He is excellent and has high integrity." (2019) "An outstanding practitioner. He has done a lot of tax for the Revenue and is immensely talented." (2017) "Very good at resolving difficult situations." (2016) "He is really fantastic. He has an amazing handle on the technicalities." (2015) "A go-to practitioner for the HMRC." "Very commercial in his outlook." (2014) "He is amazing. He's quietly persuasive and makes judges sit up and listen. He is also incredibly nice to work with and great at client care." (2013) "Quietly persuasive and incredibly bright." (2012) Chambers Global Dispute Resolution: Commercial Chancery "Lovely to deal with, he's clever and personable. He's got a good touch with clients and with judges." (2018) "Clever, focused and able to pick up complex issues very quickly." (2017) "He is bright, calm and approachable, and provides practical and swift solutions to challenging problems." (2015) "Gentle, measured style." (2012) Chambers Global Restructuring/ Insolvency "An excellent technical barrister." (2012) Company "A ferocious intellect; when he speaks, the court listens." (2018/19) 6

7 "He combines a complete understanding of company and financial affairs with a natural and easy-going charm." (2017) Tax: Corporate "A powerfully persuasive advocate." (2018/19) "An exceptional advocate and very quick." (2017) "His litigation practice includes high-value tax disputes." (2016) Insolvency "Practical and commercial." (2013) Private client: personal tax "Recommended for cases involving financial instruments, directors' duties, insolvency and restructuring."(2014) "Recommended" (2013) 7

Contents. New York. London. Abu Dhabi. Manchester. Dubai. Outer Temple Chambers The Outer Temple 222 Strand London WC2R 1BA

Contents. New York. London. Abu Dhabi. Manchester. Dubai. Outer Temple Chambers The Outer Temple 222 Strand London WC2R 1BA Barrister Profiles Michael Bowes QC Contents Michael Bowes QC... 1 Business Crime... 2 Commercial & Chancery... 3 Financial Services... 4 Appointments & Memberships... 5 Recommendations... 6 Testimonials...