Andrew Charman

Andrew began his legal career as a solicitor working on company transactions at Freshfields in London and Tokyo. Since coming to the Bar he has developed expertise in contentious as well as non-contentious company law and is the Head of the Company Law Team at St. Philips. He advises and represents clients in a range of company law work, including unfair prejudice petitions, derivative claims, directors’ duties, Capital Reductions and Reorganisations, Rights issues, share allotments and transfers, Schemes of Arrangement, Conduct of Meetings, Takeovers, mergers and acquisitions, Financial Services and Markets Act issues and other regulatory requirements. His work also extends to Just and equitable winding up, Share warranty claims and Negligence claims against directors and company advisers.

Andrew’s previous experience as a corporate solicitor informs his understanding of complex transactions and financial information, and his expertise in non-contentious advisory and drafting work.

Recent Publications:

• Misrepresentation and bond issues: liability on the secondary market B.J.I.B. & F.L. 2011, 26(1), 17-19;
• Jones v Firkin-Flood: trustees - how to sell a business and distribute the proceeds P.C.B. 2010, 3, 181-188.
• Andrew’s book: Shareholder Actions was published by Bloomsbury Professional in February 2013.

Qualifications:

• M.A. (Cantab)
• Formerly a Solicitor in the Corporate Department at Freshfields in London
• ADR Group Accredited Mediator
• Member of the Chartered Institute of Arbitrators

What the directories say:

Chambers & Partners has recently described Andrew as “very clever” and stated “Market observers rave about Andrew Charman's knack for relating to clients. Formerly a solicitor in the City, Charman's sophisticated grasp of complex corporate issues – in particular, his “superb” handling of cases involving hefty transactional work – wins him a level of praise extending well beyond the Midlands Circuit.”

In recent years Chambers & Partners has stated:

Chancery - “Andrew Charman, who as a former solicitor is prized for his ability to see matters from different angles. An “approachable and strong advocate,” he is something of an all-rounder, although he has a bias towards insolvency, professional negligence and general commercial matters.”

Commercial Dispute Resolution - “Andrew Charman is applauded as “an authoritative presence in court” who “always inspires confidence.” Sources say he combines great client relationships with the valuable insight he gained from being a former transactional solicitor. He recently acted in the case of Keay v Morris Homes concerning £8 million worth of claims arising from alleged breaches of contract.”

Andrew is also recommended by Legal 500 for Chancery, Commercial, Insolvency and Banking work.

Reported Cases:

SOS for Business Enterprise and Regulatory Reform v Sullman [2008] EWHC (Ch) 3179, [2009] 1 BCLC 297, [2010] BCC 500 (Norris J.)
Representing the founder of Claims Direct plc in proceedings and at trial relating to directors' disqualification.

Jones and Others v Firkin-Flood and Others [2008] EWHC 2417 (Ch), [2008] All ER (D) 175 (Briggs J)
Represented the Claimant trustees in relation to the administration and distribution of a £15m trust fund, and trustees' powers to dispose of shares in a private company, approval of a resolution to distribute and applications to remove trustees.

Witmann (UK) Ltd v Willdav S.A. [2007] EWCA Civ 824, [2007] BLR 509
Acted for a guarantor in a dispute as to construction of a guarantee and the scope of the rule in Holmes v Brunskill.

Witmann (UK) Ltd v Willdav S.A. [2007] EWCA Civ 521
Acted for an appellant successfully resisting in the Court of Appeal an application to lift a stay and for security for an appeal.

South Oxfordshire DC v SITA UK Ltd [2006] EWHC 2459 (Comm.) (David Steel J), [2007] Env.LR 13
Acting for a local authority in a multi-million pound public procurement contractual dispute.

In Re The National Union of Flint Glass Workers [2006] BCC 828
Representing the petitioner unregistered trades union on an application for its dissolution (there being no authority as to jurisdiction and methodology for winding up an unregistered trades union prior to this case) and the winding up of its superannuation fund.

Recent Experience:

• Advising on and drafting a shareholders' agreement and amendments to articles of association
• Representing a party defending a claim brought by Twentieth Century Fox, MGM, Disney and other film studios for a declaration of constructive trust by reason of the alleged receipt of proceeds of internet piracy
• Representing a Respondent to a section 994 petition
• Advising a solicitors’ partnership on the incorporation of its business and drafting articles of association, shareholders’ agreement and minutes and resolutions
• Advising a company in a claim against a former director for the diversion of a maturing business opportunity which he became aware of while a director
• Advising on a scheme of arrangement as part of a reverse takeover of an AIM-listed company

Professional Associations:

• Member of the Chancery Bar Association
• Member and formerly Secretary of the Midland Chancery Bar Association
• Member of the Chartered Institute of Arbitrators
• Member of the Birmingham Law Society