The Business Law Reports
[2025] Bus LR 2528
Chancery Division
12345 Retail Group Ltd v Bubble City Ltd and others
[2025] EWHC 1083 (Ch)
2025 Feb 10–14, 17; May 15
Nicola Rushton KC sitting as a deputy High Court judge
Company— Director— Breach of fiduciary duty— Company owning subsidiary’s sole share— Directors causing company to divest share to transferee— Subsidiary issuing new shares and allocating them to transferee— Whether directors acted in breach of fiduciary duties— Whether transferee bona fide purchaser without notice— Whether company having proprietary claim to new shares as traceable proceeds— Whether having claim for equitable compensation— Whether claim barred as reflective loss
Company— Register— Rectification— Provision allowing “person aggrieved” to apply to court for rectification of company’s register of members— Whether non-member seeking order requiring transfer of shares to him having standing to bring application —
Companies Act 2006 (c 46), s 125(1)