Dominic Roberts

Introduction

Dominic has a broad based practice in commercial law and advises on both contentious and transactional matters. He is regularly instructed by the legal departments of major corporates and by accountancy firms to advise on specific issues arising on corporate and other transactions. He has significant experience in resolving claims arising out of complex contractual documentation. Dominic also advises on professional negligence claims, in particular those relating to company or financial matters. Dominic was previously an equity partner at a leading national law firm where he was both a litigation and corporate partner.


Company & Partnership

Dominic advises on all aspects of company law, directors’ duties, corporate governance and statutory compliance. He has advised on and acted in disputes on shareholders’ agreements and articles of association as well as advising on unfair prejudice proceedings and on class consent and statutory squeeze-outs. He regularly advises major corporates and accountants on legal issues relating to dividends, other income and capital distributions and the presentation and preparation of financial accounts. His work includes advice on reductions of capital on both court-confirmed and solvency statement schemes; book and fair values in relation to non-cash distributions; net asset tests; establishment of merger and group reconstruction reserves; and the recognition of group assets at fair value via intra-group reconstructions. His practice also includes advice on the legal classification of equity and debt instruments for financial reporting and other purposes and on equity structures including the utilisation of B and C share schemes and the use of cash-box structures. Dominic was awarded The Financial Times Innovative Lawyers’ Award in relation to his work on the concept of a contractual profit reserve. He also advises on general corporate transactions including acquisition agreements and takeover schemes as well as group reconstructions, re-organisations and simplifications. Dominic also has significant experience of director disqualification proceedings and in carrying out internal investigations for major corporates as well as acting for companies in relation to statutory investigations initiated by the Secretary of State. Dominic was previously an equity partner at a leading national law firm.

Recent Cases:

  • Advice on the validation of an irregular purchase of own shares
  • Avoidance of an £80m intra-group allotment of shares on the basis of a misrepresentation by an in-house legal department as to its tax effect
  • Advice on obtaining relief from liability for a public company allotting shares for non-cash consideration without an independent valuation
  • Rectification of a company’s register of members following a dispute over the ownership of intellectual property rights used as subscription consideration
  • A contingent return of capital via the creation of imploding loan notes to reflect inherent risk in the underlying assets
  • US$13 billion return of capital in specie to effect a global reorganisation of a Fortune 500 company
  • Advice to FTSE250 company on the legal issues arising out of the accounting presentation of its £160m equity raising via the use of a Jersey cash-box structure
  • Directors’ duties to disclose information to shareholders on purchase of own shares
  • Acted for FTSE250 company in responding to provisional criticisms made by inspectors appointed by the Secretary of State to investigate the affairs of MG Rover Group Limited
  • Investigating and advising NYSE-listed corporate on auditing errors in the books of its UK subsidiaries leading to restatement of accounts and claim against the auditors
  • Advising listed manufacturing company on misappropriation of £8m+ of company funds and other assets by CEO and other board members including dealing with Hansard investigation by HMRC.

Dominic has also advised on the takeovers of a number of well-known companies including James Beattie and Interflora.

Education

Worcester College, University of Oxford, M.A (Lit. Hum.)