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22 Feb 2024

Stephenson Harwood secures High Court victory

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Law firm Stephenson Harwood LLP has successfully represented Saxon Woods Investments Limited ("Saxon Woods") in proceedings before the High Court. In the case, Saxon Woods Investments Limited v Francesco Costa and Ors [2024] EWHC 387 (Ch), the High Court found in favour of Stephenson Harwood's client, deciding that it had been unfairly prejudiced.  

Saxon Woods is a minority shareholder in Spring Media Investments Limited ("SMIL"), the holding entity for a group of companies that provide creative services to luxury fashion and beauty brands. Saxon Woods alleged that the First Respondent ("Mr Costa"), the director and Chairman of SMIL, had a substantial indirect and controlling interest over SMIL, and compelled it to breach provisions in a shareholders' agreement in relation to an "exit process" (being the sale of SMIL) as defined and described in that agreement. Mr Costa denied all of the allegations. 

Stephenson Harwood advised Saxon Woods on all aspects of its unfair prejudice petition pursuant to section 994 of the Companies Act 2006 in relation to the conduct of SMIL. 

SMIL is a leading media and creative services business, with subsidiaries based in London, New York and Milan, that provides services to brands in the fashion, beauty and luxury goods sectors. Saxon Woods owns 23% of the shares in SMIL and is a captive minority shareholder. It claimed that it has suffered unfair prejudice as a result of SMIL, acting pursuant to the control of the First Respondent, Mr Francesco Costa, an Italian high net worth individual who is an indirect shareholder and is entrenched as the chairman of the board of directors, failing to achieve an "exit" for shareholders in breach of clauses in a shareholders' agreement. 

Judgment was handed down on 22 February 2024 following a heavily contested 5-week liability trial in the Business and Property Courts in the autumn of 2023. The instruction demonstrates Stephenson Harwood's expertise for complex corporate litigation matters and shareholder disputes. The proceedings have proved highly contentious and have given rise to various satellite and procedural disputes.

The team was led by partner Genevieve Quierin, supported by Adam Polonsky, Michael Barron and Danielle Slye.
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Adam Polonsky

Adam Polonsky
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T:  +44 20 7809 2780 M:  +44 7730 751 720 Email Adam | Vcard Office:  London

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