Andrew Charman

Introduction

Andrew Charman has substantial expertise and experience in range of commercial and chancery work, in particular in the areas of company law, insolvency, partnership, wills, trusts and probate and commercial property.  Andrew is also experienced in professional liability work, especially claims involving solicitors, accountants, surveyors and financial services professionals.   His expertise has been recognised by the main directories for many years, where his recommended as a leading practitioner in chancery, commercial litigation, company law and professional liability.

As well as litigation, Andrew is also experienced in non-contentious drafting and transactional advice, in particular in the areas of company law and trusts.

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

Andrew co-authors a leading practitioner book on claims by shareholders covering unfair prejudice, derivative actions, directors’ duties and other personal claims which may be brought by shareholders: Shareholder Actions, published by Bloomsbury Professional.  The first edition was published in January 2013 the second edition in December 2017 and the third edition in January 2022.

Andrew also writes academic and practitioner works for publication in the areas of his practice including for example in the field of financial law, contract and company law  Misrepresentation and bond issues: liability on the secondary market in the Butterworths Journal of International Banking & Financial Law (2011, 26(1), 17-19); and in the field of trusts and estates Jones v Firkin-Flood: trustees – how to sell a business and distribute the proceeds in Private Client Business (2010, 3, 181-188).

Company and Partnership

Representing and advising Petitioners and Respondents in numerous unfair prejudice claims under section 994 of the Companies Act 2006 in claims relating to shareholdings valued at from tens of millions of pounds to several hundred thousand pounds

Advising and representing at trial majority shareholders in disputes concerning the exercise of share options and the construction of a shareholders’ agreements relating to several companies in the same group

Advising and representing the vendor company in a share warranty claim

Advising and representing an entrepreneur in a claim for breach of the earn out terms in a share purchase agreement and defending a seven figure claim for breaches of share warranties

Representing a company in a claim against former directors for breach of duty / misfeasance

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 of which he became aware while a director

Advising on and drafting a shareholders’ agreement and amendments to articles of association

Advising on a scheme of arrangement as part of a reverse takeover of an AIM-listed company

Representing a respondent to a just and equitable winding up petition

Advising on a share sale and drafting a share sale agreement relating to shares in a Football League Club

Advising and drafting of documentation for incorporation of a solicitors’ partnership as an LLP

Advising and drafting of documentation for incorporation of a solicitors’ partnership as a company

Advising and representing at arbitration continuing partners in a solicitors’ partnership in relation to dispute as to dissolution accounts and valuation of shares of departing partners

Advising continuing partners in an accountancy partnership as the expulsion of a partner

Advising continuing partners in a solicitors’ partnership on breaches of restrictive covenants  by and entitlement to return of capital to departing partner

Advising the widow of former partner on winding up of insolvent coach partnership

Advising firm of solicitors in dissolution of 3 office partnership and partners each retaining a former partnership office and share of the business

Advising a departing partner from a solicitors’ partnership

Representing parties in a dispute as to the existence of a restaurant partnership

Contentious Wills, Trusts & Probate

Andrew acts for and against trustees and executors and has particular experience of claims involving allegations of breach of trust and challenges to trustees’ exercise of discretionary powers, approval of trustees’ resolutions and the appointment and removal of trustees. Andrew appeared in Jones v Firkin-Flood, a leading case on the approval of trustee’s resolutions and removal of trustees, trustees’ powers, disclosure of information by trustees to beneficiaries, trustees’ unauthorised profits and trustees’ powers of compromise.  He undertakes the full range of contentious probate work and is experienced in claims involving insolvent estates.

Andrew’s expertise in company law and financial services regulation assists him in trust claims relating to pension trusts and the use of trusts in commercial transactions.  His expertise has been recognised by the main directories for many years, where his recommended as a leading practitioner in chancery, commercial litigation, company law and professional liability.

Andrew frequently advises on the construction of wills and trust deeds.

Andrew co-authors a leading practitioner book published by Bloomsbury Professional on claims by shareholders covering unfair prejudice, derivative actions, directors’ duties and other personal claims which may be brought by shareholders: Shareholder Actions.  The first edition was published in January 2013 and the second edition was published in December 2017.

Andrew also writes academic and practitioner works for publication in the areas of his practice including for example in the field of financial law, contract and company law  Misrepresentation and bond issues: liability on the secondary market  in the Butterworths Journal of International Banking & Financial Law (2011, 26(1), 17-19); and in the field of trusts and estates Jones v Firkin-Flood: trustees – how to sell a business and distribute the proceeds in Private Client Business (2010, 3, 181-188).

  • What-the-Directories-Say

“If you involve him in a case, it’s like strapping on some battery-charged extra brain. He’s very calm, unflappable really, and he’s got a vast knowledge of company law.” “Formidable knowledge in shareholder matters and company law. He’s very diligent and reliable. He works to deadlines and honours them. He’s also a realistic and straightforward advocate.”

“A real team player and very commercial.” “He is simply superb. He is a very assured advocate, practical, empathetic, great with clients, pragmatic and commercial.”

“He’s excellent with clients, friendly, affable and reasonable from the outset.” “Extremely authoritative, collaborative and more than capable of taking on and beating silks.”

 

CHAMBERS UK BAR 2018

“A highly rated commercial chancery specialist who is able to draw upon his previous experience as a corporate solicitor at a magic circle law firm.   A noted junior whose instructions cover general commercial disputes as well as professional negligence and company and trusts disputes. He is widely praised for his user-friendly approach, which many sources attribute to his prior career as a solicitor at a magic circle law firm”

CHAMBERS UK BAR 2016

Expertise: “His advice is very practical and very pragmatic, and he is always accessible, which is essential on fast-moving work.” “He is good at working in a team, and is a very astute and knowledgeable counsel.” “He really is a heavyweight; he can cut through the murky facts and provide clearly thought-out solutions.” CHAMBERS UK 2015.

Chambers & Partners 2014 states that Andrew, “continues to be noted as a highly experienced senior junior, and often handles cases unled in the chancery division and in the appellate courts.”

Previous editions 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” and stated: “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” and “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.

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

  • Advising trustees on the proper construction of a trust deed
  • Advising trustees on the lawful exercise of their discretionary dispositive powers
  • Representing a widow in a claim for revocation of will trusts and professional negligence against the solicitors who drafted the will (settled at mediation and with successful application to court to revoke trust)
  • Representing trustees in a claim to obtain court approval to provisional resolution to distribute trust fund of several million pounds
  • Advising on proper construction of pension trust deed
  • Advising and representing a party in a claim as to the validity of a will where capacity was disputed
  • Advising and representing a party in a claim as to the validity of a will where due execution was in issue
  • Advising and representing parties to claims under the Inheritance (Provision for Family and Dependants) Act 1975

Recent Experience

  • Representing a widow in a claim for revocation of £5 million will trusts and professional negligence against the solicitors who drafted the will (settled at mediation and with successful application to court to revoke trust)
  • Representing trustees in a claim to obtain court approval to provisional resolution to distribute trust fund of several million pounds
  • Representing trustees of a £15 million trust fund defending applications for their removal.
  • Advising and representing trustees who sought approval for a resolution to sell shares constituting a majority interest in private company on terms that involved them giving warranties and indemnities and agreeing not to exercise their dispositive powers for the warranty period
  • Advising and representing a party in a claim as to the validity of a will where capacity was disputed
  • Advising and representing a party in a claim as to the validity of a will where due execution was in issue
  • Advising and representing executors in relation to the continued application of the rule in Parker v Felgate and in the Court of Appeal on the question of whether executors are able to recover their own legal costs where the principal beneficiary is separately represented.
  • Advising and representing beneficiaries in obtaining an order for the removal of an executor
  • Advising trustees on the proper construction of a trust deed
  • Advising trustees on the lawful exercise of their discretionary dispositive powers
  • Advising on proper construction of a pension trust deed
  • Advising and representing parties to claims under the Inheritance (Provision for Family and Dependants) Act 1975

Professional Liability

Andrew acts in substantial professional liability claims involving solicitors, accountants and auditors, tax advisers, surveyors and valuers, stock brokers, IFAs, investment managers, architects and civil engineers. He predominantly acts for claimants and his past clients include divisions of General Electric Inc., several national house builders, all of the main lending banks, several building societies and numerous companies, partnerships and individuals.

Andrew’s previous experience as a corporate solicitor at Freshfields in London informs his understanding of complex transactions and financial information. As a former transactional solicitor, he has particular understanding of claims against solicitors arising from commercial transactions and against accountants and tax advisers relating to negligent audits and tax planning. His financial services experience and knowledge of financial regulation from the FCA (and before that the FSA) as well as the Stock Exchange and City Code have led to his involvement in numerous claims against IFAs and stock brokers.

Andrew co-authors a leading practitioner book published by Bloomsbury Professional on claims by shareholders covering unfair prejudice, derivative actions, directors’ duties and other personal claims which may be brought by shareholders: Shareholder Actions.  The first edition was published in January 2013 and the second edition was published in December 2017.

Andrew also writes academic and practitioner works for publication in the areas of his practice including for example in the field of financial law, contract and company law  Misrepresentation and bond issues: liability on the secondary market  in the Butterworths Journal of International Banking & Financial Law (2011, 26(1), 17-19); and in the field of trusts and estates Jones v Firkin-Flood: trustees – how to sell a business and distribute the proceeds in Private Client Business (2010, 3, 181-188).

  • What-the-Directories-Say

“Noted for his expertise in chancery and commercial litigation work, with substantial experience in professional liability work. He is experienced at handling claims involving solicitors, accountants, surveyors and financial services professionals.”

“He is very bright, hardworking, tenacious and thorough in everything he does.” “He gains the trust of clients quickly and efficiently, and makes rapid progress in negotiations.”

“If you involve him in a case, it’s like strapping on some battery-charged extra brain. He’s very calm, unflappable really, and he’s got a vast knowledge of company law.” “Formidable knowledge in shareholder matters and company law. He’s very diligent and reliable. He works to deadlines and honours them. He’s also a realistic and straightforward advocate.”

“A real team player and very commercial.” “He is simply superb. He is a very assured advocate, practical, empathetic, great with clients, pragmatic and commercial.”

“He’s excellent with clients, friendly, affable and reasonable from the outset.” “Extremely authoritative, collaborative and more than capable of taking on and beating silks.”

CHAMBERS UK BAR 2018

“A highly rated commercial chancery specialist who is able to draw upon his previous experience as a corporate solicitor at a magic circle law firm.   A noted junior whose instructions cover general commercial disputes as well as professional negligence and company and trusts disputes. He is widely praised for his user-friendly approach, which many sources attribute to his prior career as a solicitor at a magic circle law firm”

CHAMBERS UK BAR 2016

Expertise: “His advice is very practical and very pragmatic, and he is always accessible, which is essential on fast-moving work.” “He is good at working in a team, and is a very astute and knowledgeable counsel.” “He really is a heavyweight; he can cut through the murky facts and provide clearly thought-out solutions.” CHAMBERS UK 2015.

Chambers & Partners 2014 states that Andrew, “continues to be noted as a highly experienced senior junior, and often handles cases unled in the chancery division and in the appellate courts.”

Previous editions 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” and stated: “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” and “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.

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

Recent Experience

  • Advising and representing a national house builder in a claim against a national firm of solicitors in connection with the negligent drafting of an option notice
  • Acting for a specialist lender in a multi-million pound surveyor’s negligence claim relating to the development of a hotel and complex of beach-side apartments in Salcombe (settled at mediation)
  • Acting for a specialist lender in a multi-million pound surveyor’s negligence claim relating to a large development site (settled following mediation)
  • Representing an individual in a claim against an international firm of accountants for negligent tax advice based on overseas residence and utilisation of double tax treaties (settled at mediation shortly before trial)
  • Represented General Electric in a £15 million solicitors’ negligence claim (settled)
  • Representing a private lender in a £2 million solicitors’ negligence and breach of trust claim
  • Representing a businessman in a £750,000 claim for negligent investment advice
  • Advising and representing a commodities broker in a claim for auditor’s negligence
  • Advising and representing a haulage group in a claim for negligent tax advice
  • Advising and representing individuals in claims for negligent tax and investment advice relating to investment in film partnerships
  • Representing a widow in a multi-million pound claim against solicitors for negligent drafting of will trusts (settled at mediation shortly before trial)
  • Representing an auto components company in a multi-million pound claim for negligent auditing and accountancy advice

Real Estate

Andrew regularly advises and represents national house builders and regional property developers in connection with claims relating to contracts for the sale and disposal of sites and developments. He also advisers such parties in relation to the development of land subject to restrictive covenants and as to the existence, extent and effect of easements.   Andrew also advises on the exercise of options and other notices and advises lenders in connection with substantial property transactions.

Andrew also advises and represents parties (mostly, but not exclusively, claimants) in property related professional negligence claims against solicitors, surveyors, architects and civil engineers.

His expertise has been recognised by the main directories for many years, where his recommended as a leading practitioner in chancery, commercial litigation, company law and professional liability.

Andrew co-authors a leading practitioner book on claims by shareholders covering unfair prejudice, derivative actions, directors’ duties and other personal claims which may be brought by shareholders: Shareholder Actions, published by Bloomsbury Professional.  The first edition was published in January 2013 and the second edition in December 2017.

Andrew also writes academic and practitioner works for publication in the areas of his practice including for example in the field of financial law, contract and company law  Misrepresentation and bond issues: liability on the secondary market  in the Butterworths Journal of International Banking & Financial Law (2011, 26(1), 17-19); and in the field of trusts and estates Jones v Firkin-Flood: trustees – how to sell a business and distribute the proceeds in Private Client Business (2010, 3, 181-188).

  • What-the-Directories-Say

“If you involve him in a case, it’s like strapping on some battery-charged extra brain. He’s very calm, unflappable really, and he’s got a vast knowledge of company law.” “Formidable knowledge in shareholder matters and company law. He’s very diligent and reliable. He works to deadlines and honours them. He’s also a realistic and straightforward advocate.”

“A real team player and very commercial.” “He is simply superb. He is a very assured advocate, practical, empathetic, great with clients, pragmatic and commercial.”

“He’s excellent with clients, friendly, affable and reasonable from the outset.” “Extremely authoritative, collaborative and more than capable of taking on and beating silks.”

 

CHAMBERS UK BAR 2018

“A highly rated commercial chancery specialist who is able to draw upon his previous experience as a corporate solicitor at a magic circle law firm.   A noted junior whose instructions cover general commercial disputes as well as professional negligence and company and trusts disputes. He is widely praised for his user-friendly approach, which many sources attribute to his prior career as a solicitor at a magic circle law firm”

CHAMBERS UK BAR 2016

Expertise: “His advice is very practical and very pragmatic, and he is always accessible, which is essential on fast-moving work.” “He is good at working in a team, and is a very astute and knowledgeable counsel.” “He really is a heavyweight; he can cut through the murky facts and provide clearly thought-out solutions.” CHAMBERS UK 2015.

Chambers & Partners 2014 states that Andrew, “continues to be noted as a highly experienced senior junior, and often handles cases unled in the chancery division and in the appellate courts.”

Previous editions 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” and stated: “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” and “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.

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

Recent Experience

  • Representing a substantial property investor in a claim in arbitration relating to the failure to construct a multi-million pound medical centre
  • Advising a national house builder in connection with the validity of a notice purporting to exercise an option over development land
  • Advising a national house builder on the proper construction of a contract for the sale and purchase of a substantial development site
  • Advising and representing a national house builder in a professional negligence claim against a well-known firm of solicitors in connection with the acquisition of a development site
  • Advising a national housebuilder in relation to liability to property purchasers for asbestos contamination caused be demolition works and in relation to a claim against the demolition sub-contractor
  • Advising and representing at trial a national housebuilder in a claim to enforce rights ancillary to an easement to enable the builder to go onto land and construct services required as a condition of planning permission
  • Representing a national housebuilder defending a claim by a land agent
  • Advising and representing a national housebuilder in a multi-million pound dispute with a ground works contractor

Reported Cases

Re R-Squared HoldCo Ltd [2020] EWHC 23 (Ch)

Morris Homes (West Midlands) Ltd v Keay [2013] EWHC 932 (TCC)

Keay v Morris Homes (West Midlands) Ltd [2012] EWCA Civ 900

George Wimpey Manchester Ltd v Valley & Vale Properties Ltd [2012] EWCA Civ 233

George Wimpey Manchester Ltd v Valley & Vale Properties Ltd [2011] EWHC 1833 (Ch)

Perrins v Holland [2010] EWCA Civ 1398

Bovis Homes Ltd v Persimmon Homes Ltd [2010] EWCA Civ 1252

Warwick (formerly Yarwood) v Yarwood’s Trustee [2010] EWHC 2272 (Ch)

Perrins v Holland [2009] EWHC 2558 (Ch)

Secretary of State for Business, Enterprise & Reform v Sullman [2008] EWHC 3179 (Ch)

Jones v Firkin-Flood [2008] EWHC 2417 (Ch)

Wittman (UK) Ltd v Willdav Engineering SA  [2007] EWCA Civ 824

South Oxfordshire DC v Sita (UK) Ltd [2006] All ER 87

Crittenden v Bayliss [2005] EWCA Civ 1425

Barnes (Inspector of Taxes) v Hilton Main Construction Ltd [2005] EWHC 1355 (Ch)

Accident Assistance Ltd v Hammond Suddards Edge [2005] EWHC 202 (Ch)

Crittenden v Bayliss [2002] EWCA Civ 50

Grindal v Hooper Times, February 8, 2000

Education

M.A. (Cantab)

Appointments and Memberships

Recorder of the Crown and County Courts

Formerly a Solicitor in the Corporate Department at Freshfields in London

ADR Group Accredited Mediator

Member of the Chartered Institute of Arbitrators

Member of the Chancery Bar Association

Member of the Midlands Chancery & Commercial Bar Association

Testimonials

“Andrew is immensely knowledgeable on the subject of shareholder disputes and company law. His technical expertise in this area is second-to-none. He swiftly understands the psychological and commercial drivers of the clients and communicates with them in a clear, empathetic, and sensible manner. He is the first port of call for any shareholder dispute.” Legal 500 2023

“Andrew is incredibly bright, and one immediately feels that one has an advantage over one’s opponent when he is instructed. He is also very sensible in his approach to cases, and he consistently sees the pragmatic route to resolving the case. His paperwork is excellent, and he is very responsive and approachable. He is very much my ‘go to’ barrister.” Legal 500 2023

“Andrew is a counsel of exceptional ability and experience. His ability to handle complex matters inspires great confidence and ensures that his clients receive the very best service. In matters of high value and complexity his instruction is essential to a successful outcome.” Legal 500 2023

“He is excellent in front of clients. His strategic suggestions are of the highest quality and it is really useful to work in a team with someone like him.” Chambers UK 2022

“A wonderful strategist, very knowledgeable on Companies Act matters, and a thoroughly reassuring presence as part of the legal team.” Chambers UK 2022

“He is a very experienced counsel and heavyweight litigator who consistently delivers results in even the most complex of matters. His trial advocacy is flawless, and is underpinned by a thorough understanding of the law.” Chambers UK 2022

“Counsel out of the top draw. Excellent written work and strong advocate; very responsive; real expertise and knowledge of his area.” Legal 500 2022

“I trust his judgement enormously.” Legal 500 2022

“Andrew is extremely knowledgeable in the field of shareholder disputes and company law generally. He is the ‘go-to’ barrister for shareholder disputes in the Midlands.” Legal 500 2022

“He is the most authoritative barrister in the Midlands on shareholder disputes.” Chambers UK

“If I have a difficult and technical point of law, I will ask him about it.” Chambers UK

“Andrew is robust in his approach and technically flawless, which is a combination that inspires great confidence in his clients.” Chambers UK

“Andrew has provided excellent counsel with good, clear advice. He is very effective in the courtroom and has a no-nonsense approach, always cutting to the heart of the matter.” Chambers UK

“Esteemed senior junior whose previous experience as a corporate solicitor informs his highly commercial practice.” Chambers UK

“Exceptional in shareholder disputes and quasi-partnerships. A real team player who is very commercial.” Chambers UK

“He was always reachable and responsive, very supportive and provided very clear, robust advice.” Chambers UK

“A great strategist who is particularly experienced in shareholder disputes and quasi-partnership matters.” Legal 500 2021

“His focus on the relevant issues and knowledge of his briefs bring clarity to complex cases.” Legal 500 2021

“Both his drafting and his advocacy are of the highest order.” Legal 500 2021

“Commercially-minded, pragmatic and sensible.” Legal 500 2020

“He is always on top of a case and can absorb vast amounts of information with relative ease.” Chambers UK

“A very strong senior junior counsel with a much needed pragmatic approach to matters. He can draw on a great deal of experience which, when combined with his legal expertise, enables clients to receive the best possible advice.” Chambers UK

“His navigation of the corporate aspects of cases sets him apart.” Chambers UK

“His knowledge of company law is exceptional. He is very good in court.” Chambers UK

“He is able to cut through all of the noise in order to get down to the key issues in a dispute. He will always provide sensible advice upon which you can rely.” Chambers UK

“He’s very supportive, turns work around very quickly and shows tremendous commitment. He’s always available and provides very pragmatic advice.” Chambers UK

“Very bright and comfortable opposite silks.” Legal 500

“If you involve him in a case, it’s like strapping on some battery-charged extra brain. He’s very calm, unflappable really, and he’s got a vast knowledge of company law.” Chambers UK

“Formidable knowledge in shareholder matters and company law. He’s very diligent and reliable. He works to deadlines and honours them. He’s also a realistic and straightforward advocate.” Chambers UK

“He is simply superb. He is a very assured advocate, practical, empathetic, great with clients, pragmatic and commercial.” Chambers UK

“Extremely authoritative, collaborative and more than capable of taking on and beating silks.” Chambers UK

“A highly rated commercial chancery specialist who is able to draw upon his previous experience as a corporate solicitor at a magic circle law firm. A noted junior whose instructions cover general commercial disputes as well as professional negligence and company and trusts disputes. He is widely praised for his user-friendly approach, which many sources attribute to his prior career as a solicitor at a magic circle law firm.” Chambers UK

“His advice is very practical and very pragmatic, and he is always accessible, which is essential on fast-moving work.” Chambers UK

Languages

English

Andrew Charman

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