Steven Reed

Steven is an expert in company law with extensive experience acting in some of the most complex shareholder and boardroom disputes before the Business and Property Courts. His practice encompasses unfair prejudice petitions, derivative actions, directors’ duties, just and equitable winding-up petitions, rectification of share registers and warranty disputes arising from corporate acquisitions.

A persuasive courtroom advocate with a strong strategic focus, Steven is praised by Chambers & Partners for “excelling in oral advocacy, making his points firmly and succinctly”, while clients describe him as “technically astute”, “highly creative in his thinking” and “great on overall strategy”. Outside of the courtroom, Legal 500 notes that he is “very approachable”, “speaks in plain English” and is “very good in conference and puts clients at ease”.

Much of Steven’s work in this area is confidential, but his recent experience includes:

• Convoy Bidco Limited v Taylor: Acting for the defendant in a multi-million-pound claim for alleged breaches of warranty following the sale of the entire issued share capital of two companies.
• Sherry v Sherry: Acting for the claimant in a claim pursuant to section 125 of the Companies Act 2006 to rectify the company share register following the purported transfer of shares without a proper instrument of transfer being delivered contrary to section 770 of the Companies Act 2006 and where the ordinary shares in issue had been transmitted by operation of law upon the death of the previous holder.
• Re A Company: Acting for the petitioner in an unfair prejudice petition alleging the diversion of company funds and failure by the respondent (i) to act in accordance with the company’s constitution, (ii) to promote the success of the company for the benefit of the members as a whole, (iii) to exercise independent judgment and (iv) to avoid a situation in which he had a direct interest that conflicted with the interests of the company or properly declare his interest in the transaction.
• Humphrey v Bennett [2025] EWHC 448 (Ch): Acting for the defendants in an alleged multi-million-pound derivative claim for breach of various directors’ duties. This interlocutory decision dealt for the first time with whether a claim for knowing receipt of registered land is possible after the Supreme Court’s decision in Byers v Saudi National Bank [2024] AC 1191, the availability of a parallel claim in unjust enrichment in respect of registered land, the availability of a parallel claim in unjust enrichment on the basis of alleged want of authority of a director of a company, and whether a claim under sections 190/195 of the Companies Act 2006 can be brought using the derivative procedure.
• Re PHB Ethical Beauty Ltd [2024] EWHC 2004 (Ch); reported [2025] 1 BCLC 43; [2025] CLY 363: Acting for the petitioner in an unfair prejudice claim against her son and daughter-in-law. The petitioner had been pressured by the respondents to sanction the borrowing of company money to fund property for their personal benefit. The respondents sought further borrowing but the petitioner refused and transferred the entire company bank account to a separate holding account. The respondents then excluded the petitioner from the company and transferred the business to a new company owned only by them. The respondents failed to engage in the proceedings, creating an evidential lacuna as to what had actually happened and requiring reconstruction from third-party disclosure and public information. Further complication arose from the effect on the ‘unfairness’ following the bank account transfer. The court found unfair prejudice and the Court was persuaded the court to order an early valuation date.
• Re A Company (2024): Acting for defendant in an alleged fraud and breach of director’s duties claim and for the petitioner in an unfair prejudice counterclaim against the majority shareholders. The claimants removed the defendant as CEO and director alleging fraudulent misappropriation of funds and dishonest overpayments to his family. The defendant denied the claim, which he sought to prove through vast financial data, and counterclaimed based on his removal and that the claimants did not know how to run a science-based business thereby damaging the company. Both the claimants and the defendant wanted to continue running the company. Settled following mediation.
• Hashmi v Lorimer-Wing [2023] EWHC 1514 (Ch): Acting for the petitioner in a multi-million-pound unfair prejudice claim relating to the “EasyGym” group of companies following the petitioner’s unlawful removal as a director by the respondent, the majority shareholder. Following a factually complex 4-day liability trial, the Court found unfair prejudice ([2023] EWHC 1514 (Ch)). The decision was upheld on appeal ([2024] EWHC 931 (Ch); reported [2024] Costs L.R. 909). The respondent was latterly barred from further participating in proceedings for failing to pay 3 costs orders ([2024] EWHC 3528 (Ch)).
• Humphrey v Bennett [2023] EWCA Civ 1433; reported [2024] BCC 33 & [2024] 1 BCLC 289: Acting for the defendants in an alleged multi-million-pound derivative claim for breach of various directors’ duties. Summary judgment was entered against the first defendant for breaches relating to the transfer of land from the company. This was successfully overturned by the Court of Appeal, which considered for the first time the extent of disclosure required to avoid conflict liability in an informally run company and whether a defence pursuant to section 1157 of the Companies Act 2006 was available where insufficient disclosure given.
• Dodson v Shield [2022] EWHC 1751 (Ch): Acting for the respondents in a 9-day unfair prejudice liability trial involving an SPV company set up to acquire an obsolete BMW engine manufacturing line and sell on as a turnkey solution. The claim was factually complex and alleged that the 8 respondents (R) had diverted a business opportunity (allegedly worth in excess of £18m) to a third-party company in which the petitioners were not involved, had given away assets at no cost in order to facilitate the exploitation of the opportunity, had breached the shareholders’ agreement and had acted in breach of fiduciary duty.
• Hashmi v Lorimer-Wing [2022] EWHC 191 (Ch); reported [2022] BCC 687: Acting for the petitioner in a multi-million-pound unfair prejudice claim relating to the “EasyGym” group of companies following the petitioner’s unlawful removal as a director by the respondent. The respondent caused the company to issue a counterclaim against the petitioner as a springboard for a counter-petition. Successfully argued a previously undecided point of law as to the application of company Model Articles on sole director companies to have a counterclaim successfully struck out as being ultra vires despite contrary legal commentary at the time.
• Witheridge v Maher (2020): Acting for the petitioner in an unfair prejudice claim between two sisters in relation to a family-owned company. The respondent, the elder sister of the petitioner, had started the company and ran it successfully. The company latterly employed the petitioner, who was given shares. The sisters fell out and the respondent caused the petitioner’s shares to be forfeited by virtue of a purported overdrawn director’s loan account. The petitioner claimed that the forfeiture was unfairly prejudicial and the respondent defended the claim on the basis that the forfeiture was lawful but, in any event, a 65% minority discount should be applied (as per expert evidence). On day 4 of the trial, following the cross-examination of all the witnesses, the case settled shortly before the start of closing submissions.