Julian Wilson

Julian Wilson

Professional Summary

Called 1997

Contact Details

E T +44 (0)20 7632 8500 Clerk Harry Gilson Clerk Martin Pownall E

Julian Wilson has extensive experience and expertise in business dispute resolution, particularly in matters involving:

Business Ownership and Governance including the breakdown of shareholder, partnership, LLP, joint venture, investment and executive employment relationships, shareholder unfair prejudice, misrepresentation and breach of warranty claims in corporate acquisitions, contested earn-out and deferred consideration provisions.

Protection of Business Interests where affected by cyber security and data breaches, the misuse of confidential information, fraud, fiduciary wrongdoing, and unlawful competition

Business Reward including disputed entitlements under bonus, share and option plans, leaver provisions, and profit share and carried interest clauses; provisions invoking discretion; and guarantees.

Clients value the commercial judgment he brings to cases having been a litigation partner in a leading City law firm before coming to the Bar. He also brings experience and insight to the sensitive handling of internal investigations, and the independent chairing of complex internal disciplinary processes.

Specialisms

Business Ownership and Governance

He has acted in many Shareholder Unfair Prejudice claims involving grounds including exclusion from management; dilution; excessive director remuneration; depressed dividends; unlawful capital reduction; Leaver terms and compulsory share transfer; management misconduct, breach of fiduciary duties, and diversion of assets. Some example cases include:

In the matter of Bannatyne Fitness Limited (2015) in which he appeared for Duncan Bannatyne on an Unfair Prejudice petition and related claim concerning the departure of the Managing Director of the Bannatyne Group, issues included the meaning of a Contingency Agreement in event of takeover.

In the matter of Cloudbluff Properties Limited & Ors in which he  appeared for the Gibraltar trust company as majority shareholder on the Unfair Prejudice petition [2011] EWHC 649 (Ch) and in related trust claims in Gibraltar to establish the assets of a Gibraltar Settlement affecting the shareholdings in the English property holding companies, and for the companies in connected director misfeasance proceedings.

In the matter of Moorevale Limited (2007): in which he appeared for the claimant obtaining injunctive relief ancillary to the unfair prejudice petition alleging the diversion of business opportunities  by the majority.

Qayoumi v Oakhouse Properties [2001] Al ER (D) 245 in which he appeared for the claimant in what was described by the trial Judge as a “bitterly contested and complex derivative action”.

Experienced in disputes arising from joint venture breakdown, failed mergers, buyer remorse, warranty claims, the retention of deferred consideration and earn-out disputes. Example cases include:

Dial A Car v Ashton [2016] 12 WLUK 550: failed merger; disputed ownership of trade assets; mandatory injunctive relief.

Broome & Wellington LP-v-Greenstein: Terminated Joint Venture; Business Sale; enforcement of Commercial Guarantee, including [2009] EWCA Civ. 589

Partnerships and LLPs: As a former Partner in a City law firm himself, he brings insight and experience to Partnership and LLP disciplinary, expulsion and compulsory retirement questions, restraint of trade issues and to the negotiation of exit terms for partners and associates.  He has helped both leading firms and members in such situations.  These cases are confidential. He has recently acted on the dissolution of a property investment partnership.

Confidential Information, Cybersecurity and Data Protection

BlackBerry (UK) v Webb (2019): appeared for BlackBerry in claim to protect its confidential information in its AI Cyber security tools by enforcing non-compete restriction; interim injunction.

Nuclear Risk Insurers v Gatte (2018): appeared for defendant on claim to restrain disclosure of confidential information concerning nuclear risks; interim injunction.

Atomico UK v Gort (2014): appeared for defendant to claim alleging conduct of parallel investment business using confidential information.

Surrey Primary Care Trust v Manga Fu (2012): appeared for claimant Trust in restraining sensitive confidential data breach resulting from default of electronic waste recycler; injunction; recoverability of ICO penalty and costs as damages.

Lord Ballyedmond v Trimble (2011): appeared for claimant in action to restrain and seek redress for anonymous internet campaign of defamation and disclosure of confidential sales and pricing information, including assessment of Wrotham Park damages.

Hays Specialist Recruitment v Ions  [2008] IRLR 904: appeared for defendant on this first case on the competition ramifications of employee usage of the LinkedIn networking website to aggregate customer information.

Duarte v Black & Decker Corporation [2008] All ER (Comm) 401: appeared for claimant in defence of counterclaim for alleged unlawful downloading and misuse of confidential product information.

Petrol Express v E&Y, RBS & Ors (2006): acted for claimant claiming loss of business opportunity to insiders who put together competing bid by misuse of confidential financial model. Acquisition transaction; duties of financiers and reporting accountants; conflicts of interests and confidential information.

Symbian v Christensen [2001] IRLR 77,  CA: appeared for claimant in claim to protect confidential information in operating software for wireless devices; injunction to compel exclusive services during garden leave/restrain early exit to Microsoft.

Fraud, Fiduciary Wrongdoing & Asset Recovery

Experienced in freezing orders, tracing claims and the marshalling and presentation of complex forensic evidence. Illustrative cases include:

Abramovich v Hoffman (2019): appeared for claimant in claims for breach of fiduciary duty and negligence against former Head of Family Office and European Projects; issues as to agent’s duties when in control of private corporate vehicles.

TP ICAP v Stichman (2018) appeared for claimant in proceedings to freeze and recover the proceeds of a long running deception by an errant employee using false accounting and diversion of assets.

SAIPEM v Barrett, Ewart, Stanley (2016): appeared for SAIPEM in a claim to recover the proceeds of a substantial fraud by its payroll officer, obtaining freezing orders and proprietary injunctions, tracing the funds into the hands of third parties, obtaining judgments against the laundering recipients and enforcing disclosure orders by committal for contempt, see [2017] EWHC 2106.

LS Systems Ltd v Scott [2015] EWHC 1335 (Ch); appeared for claimant in claims against a director fiduciary for misappropriation and misapplication of company monies, including freezing order, summary judgment and property vesting orders.

Sanders & Or Noteholders v Trigor One Limited (2014): appeared for claimant investors in a claim for misrepresentations in a Gibraltar Fund Investment Prospectus, including the issue of whether there was a concluded English jurisdiction agreement under Council Regulation (EC) 44/2001, Art 23, see: [2014] EWHC 1646 (Comm)

Bank  of  Ireland  v  Rafiq [2013]  EWHC  768: appeared for ex-banker defendant sued for breach  of  fiduciary  duty  and  the taking of secret commissions; delay; sanctions.

Daifuku-v- Nadarajan (2010): appeared for Daifuku; employee fraud; freezing Injunction.

BP Plc-v- Jones & Ors (2008) appeared for BP; contractor conflict of interest; breach of fiduciary duty; freezing injunction; contempt; taking of account of profits.

Foote Cone & Belding v Theron: appeared for claimant in worldwide freezing injunction case against defaulting fiduciary, including issue of domicile and residence for the purposes of territorial jurisdiction, see: [2006] EWHC 1585 (Ch).

Restraint of Trade and restrictive covenant litigation

Regularly handling issues surrounding restraints of trade in business sale agreements, service contracts, franchise agreements, and employment supply agreements. Illustrative cases:

SFB Consultants v Hook & Ors (2019): appeared for defendant employees opposing interim springboard relief in accountancy practice ‘team move’ dispute.

Mayday Healthcare v Brighton & Sussex University Hospitals Trust (2017): appeared for defendant NHS Trust in case over the supply of temporary agency nursing and healthcare workers; validity of transfer fees charged by claimant; whether onerous and operated in restraint of trade.

Duarte v Black & Decker Corporation [2008] All ER (Comm) 401: enforceability in England of restrictive covenants in a LTIP governed by Maryland law.

Symbian v  Christensen [2001]  IRLR  77,  CA:  a leading case on garden leave and restraint of trade

Disciplinary and Regulatory Law

Has undertaken numerous roles as independent Chair of complex internal disciplinary proceedings, as investigator into potential disciplinary charges, and in leading internal inquiries into regulatory, culpability, and apportionment of liability issues. Other work in this area:

Brewcorp v Financial Service Commission (BVI): appeared (with Lord Pannick) for a BVI international company in a judicial review and constitutional rights challenge to conduct by the BVI FSC in aid of a foreign regulator, and made applications for the obtaining of orders for disclosure and cross-examination against the Commission.

Appeared for traders before the LIFFE Disciplinary Panel defending charges including Market Conduct and Customer Order Priority breaches.

Gregory v Portsmouth City Council [2001] AC 419: whether the tort of malicious prosecution should be extended to disciplinary proceedings.

Bonus and Share Plan litigation

Rowe v Ground Control (2018): Shareholders Agreement; leaver terms: compulsory transfer provisions; challenge to discretion.

Richardson v Glencore Energy (2016): appeared for Glencore in defence of a claim under its Swiss law profit participation scheme; leaver provisions; notice; redemption; applicable law; EBT: alleged breach of trust.

Duarte v Black & Decker [2008] All ER (Comm) 401: Enforceability of restrictive covenants  in Long Term Incentive Plan containing a choice of foreign law; applicability of English public policy as the law of the forum; whether misuse of confidential information.

Takacs v Barclays Services  [2006]  IRLR  877:  guaranteed bonus provisions; implied anti-avoidance term

Cantor Fitzgerald v  Horkulak [2004] EWCA Civ 1287: appeared for Cantor; exercise of bonus discretion; assessment of damages.

Taylor v Motability [2004] EWHC 2619 (Comm): availability of restitutionary remedies in bonus cases.

Employment dismissals, and whistleblowing

Sheriff –v- McLaren Automotive Limited (2014): Replacement of MD during garden leave; breach of contract; summary judgment; rights to participate in share scheme; valuation of rights.

Stone -v- Bank of America Merrill Lynch (2012): Appeared for former equities trader dismissed after FSA investigation into alleged preferential dealing.

Constantine-v-Lloyds TSB (2010): appeared for claimant Head of Tax in whistleblowing claim over structured tax avoidance activities.

Shepherd-v- Phoenix Contracts Limited (2009): whistleblowing claim; construction bid-rigging; shareholder conflict.

Jordan Wimmer-v- Nomos Capital (2009): appeared for claimant in much publicised trial of discrimination and bonus claim against hedge fund marketing company.

Arbitration

LCIA (2019): interpretation of payment provisions in oil services contract

Vienna International Arbitral Centre: exclusive distributorship dispute in the scientific equipment sector.

LCIA: negligence claim against an international investment bank acting as valuer

ACI: telecoms agreement; call centre management dispute.

Ad hoc :“earn-out” provisions in a Share Purchase Agreement relating to the acquisition of an ISP.

Recommendations

Comments referred to in Chambers & Partners UK Bar Guide and the Legal 500 Directories over recent years include:

“Brings an enviable level of experience to bear when handling major City disputes and commercially sensitive employment issues”… “approachable, very knowledgeable and an incredibly proactive barrister”

“combines considerable commitment and professionalism with a proactive and commercial approach”

“He is a joy to work with and is operating at a level above some silks”

“His magic circle solicitor’s background has instilled him with great commercial acumen”

“Hugely committed and good on his feet. His preparation for High Court cases is miraculous  and meticulous and solicitors particularly appreciate his pragmatism and great attention to detail”

“He is an excellent adviser on injunctive relief work. He has a very clear and commercial approach.” “He is a cerebral person who masters complexity with verve.”

“His advocacy skills are second to none. He is my number one choice.”

“He is very thorough and a very strong cross-examiner”

“He is very dogged, determined and possessed of a great will to win”

“A highly regarded advocate”

Notable Cases

Abramovich v Hoffmann [2018] EWHC 1386 (Ch)
Strike-out of counterclaim for Malicious Prosecution brought in pending action.

SAIPEM Ltd v (1) Barrett (2) Ewart (3) Stanley [2017] EWHC 2106 (Ch)
Fraud; proprietary restraining and worldwide freezing orders; onward transfer; tracing; summary judgment; disclosure orders in aid of execution; committal for contempt.

Associated Newspapers v Bannatyne [2015] EWHC 3467(Ch)
Confidential Information; privacy; media access to statements of case.

LS Systems Limited v Scott [2015] EWHC 1335 (Ch)
Commercial fraud; misappropriations by financial controller; tracing; summary judgment and proprietary vesting orders.

Sanders v Trigor One Limited [2014] EWHC 1646 (Comm)
Whether a Gibraltar Fund Investment Prospectus contained a concluded English jurisdiction agreement under Art 23 Council Regulation (EC) 44/2001.

Brewcorp Limited v Financial Services Commission (Eastern Caribbean Supreme Court) 2013
Judicial review and constitutional rights challenge to conduct by the BVI FSC in aid of foreign regulator; obtained orders for disclosure and cross-examination against the Commission.

McGorrin v Gibraltar International Trust Corporation (Gibraltar Supreme Court) 2013
Challenge to Gibraltar trust; true ownership of trust assets.

Bank of Ireland v Rafiq [2013] EWHC 768 (Ch)
Fiduciary duties; alleged secret commissions; relief from sanctions

In the matter of Cloudbluff Properties Limited [2011] EWHC 649 (Ch)
Unfair Prejudice Petition; whether a Gibraltar company as a volunteer transferee of shares was automatically bound by equitable constraints affecting the transferor.

Goldstone v Goldstone & Ors [2011] EWCA Civ 39
Offshore structures; test for territorial jurisdiction and applicable court rules where disputed ownership and control is a preliminary issue in ancillary relief proceedings.

Broome & Wellington LP v David Greenstein [2009] EWCA Civ. 589
Claim on Business Sale Guarantee following termination of Joint Venture.

Duarte v Black & Decker Corporation [2008] All ER (Comm) 40
Leading case on the role of English public policy as the law of the forum in cases involving restrictive covenants in employment contracts containing a choice of foreign law; trial of confidential information dishonest copying claim.

Hays v Ions [2008] IRLR 904
Pre-action disclosure; first case on the competition ramifications of employee usage of the LinkedIn networking web-site.

Takacs v Barclays Services Jersey Ltd [2006] IRLR 877
Bonus claim; upheld novel arguments on the operation of the implied terms of trust and confidence, cooperation and anti-avoidance.

Foote Cone & Belding v Theron [2006] EWHC 1585 (Ch)
Worldwide freezing Injunction; test for domicile and residence.

Cantor Fitzgerald v Horkulak [2004] EWCA Civ 1287
Limits of bonus discretion.

Taylor v Motability [2004] EWHC 2619 (Comm)
Bonus claim; limits of restitutionary remedies.

Qayoumi v Oakhouse Properties Limited
[2001] All ER (D) 245
Complex and bitterly contested derivative action for minority shareholder seeking recovery of misapplied assets.

Symbian v Christensen [2001] IRLR 77 (EWCA Civ.)
Application of restraint of trade doctrine to garden leave provisions

Gregory v Portsmouth City Council [2000] 1 AC 419
Malicious prosecution; extension of tort to cover disciplinary proceedings.

Fashion Gossip Ltd v Esprit Telecoms UK Ltd
(EWCA Civ) 2000
Premium Rate Telephone numbers; conspiracy; unjust enrichment.

Qualifications

BA (Oxon) Jurisprudence Solicitor England & Wales 1984-1997 (Partner, Herbert Smith, 1990-1997)

Solicitor Advocate Higher Courts (Civil) 1994-1997

Solicitor, Hong Kong (1989)

Called to the Bar Oct 1997 (Inner Temple) Also admitted in the Eastern Caribbean Supreme Court (BVI), Gibraltar, and the Cayman Islands.

 

News, Articles & Publications

Will shareholder activism in UK companies lead to more litigation?  Financial News (Dow Jones)  (3 December 2007)

Q&A on Directors’ post-termination competitive activity, Financial Times (March 2007)

Enforcement of Foreign Arbitral Awards : Fellas, Transatlantic Litigation (2004)

Anti -Suit Injunctions Journal of Business Law 1997, Sep, 424-437

Choice of English law in International Financial Transactions, ABA, IPWS Vol. XIII.

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Regulatory Information

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Professional title: Barrister

Full name (as registered with Bar Standards Board of England and Wales): Julian Wilson

VAT Number: GB 702295163

Legal Status: Sole Practitioner

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