BL-2021-002293 - [2025] EWHC 678 (Ch)

Mr Cohen raised a number of further arguments as to why the loss pleaded by the claimant was not recoverable. I decline to express a view on these arguments for four reasons: (a) in light of my decision on other points, they do not arise, (b) the arguments made orally did not mirror those made in the skeleton argument, (c) they would in any event not dispose of the claim but only of elements of the particulars of loss, and (d) the submissions on the points were very brief indeed. This is particularly so in relation to the submission that the loss claimed in relation to preference shares in Comprendium UK was irrecoverable in principle by virtue of the rule against reflective loss (unlike loss claimed by the claimant in its capacity as loan creditor). The claimant contends that the nature of the rights under the preference shares issued to it are more akin to those of a creditor than those of a shareholder. I consider that the question whether a holder of preference shares is precluded from suing by the general rule that a shareholder cannot bring an action against a wrongdoer to secure relief for an injury to the company falls within a still-developing area of law and in any event would justify far more detailed submissions than those I received in order to be properly determined.