Sam O’Leary

"He is, in no particular order, supremely clever, practical, quick thinking, hard-working, amiable and funny."  (Chambers & Partners, Commercial Dispute Resolution)

• Skatteforvaltningen v Solo Capital Partners LLP (in administration) & Ors [2020] EWHC 2022 (Comm); [2019] EWHC 2807 (Comm); [2018] EWHC 2785 (Comm)
  In the words of Foxton J, "one of the largest and most complex pieces of litigation to be heard in the Commercial Court".  A series of claims brought by the Danish tax office against c. 100 defendants in multiple jurisdictions in respect of an alleged conspiracy involving fraudulent withholding tax reclaim applications in the sum of DKK 12 billion (approximately £1.5 billion). Worldwide freezing orders and proprietary injunctions were obtained and maintained against 35 respondents. Sam acted as the senior junior on a large counsel team led by Michael Fealy QC and James Goldsmith QC.  As well as the main proceedings, Sam appeared in a number of hearings including an application relating to the availability of litigation privilege; the release of undertakings; collateral use of documents obtained pursuant to Norwich Pharmacal orders; preliminary issues; and a series of complex case management conferences.
• Tsareva v Ananyev; Galagaev v Ananyev [2019] EWHC 2114 (Comm)
  Major multi-party dispute arising out of a US$100 million claim for alleged fraudulent misrepresentation in connection with the sale of Loan Notes in Russia in which the First Defendant challenges the jurisdiction of the English Court, in particular in relation to the Claimants’ reliance on Articles 7(2) and 8(1) of the Brussels Regulation (Recast) and the tort, contract and/or “necessary or proper party” gateways.  Sam acted as sole Counsel for the Issuer and Guarantors of the Loan Notes in an interlocutory application to discharge a WFO and was subsequently led by David Foxton QC in a week-long jurisdiction hearing.  
• Brown v Candy, 2019
  Sam acted for Christian Candy and associated companies in successfully striking out a £1.5 billion claim relating to an alleged agreement in relation to the sale of a penthouse at One Hyde Park, Knightsbridge.
• Kamoto Copper Company SA v Africa Horizons Investments Ltd & Anr [2018] EWHC 1096 (Comm)
  Acting with Camilla Bingham QC for the Claimant, a Glencore subsidiary, in a dispute with Dan Gertler centring on the impact on the parties’ African mining operations of sanctions imposed by President Trump’s Executive Order 13818.  Anti-suit injunction obtained restraining the Defendants from pursuing proceedings brought in the Democratic Republic of Congo in breach of an exclusive jurisdiction agreement in favour of the courts of England and Wales
• Dana Gas PJSC v Dana Gas Sukuk Ltd [2017] EWHC 1896 (Comm)
  Acting with Alain Choo Choy QC for Dana Gas in obtaining injunctions to prevent the enforcement of certificates under a $850 million Islamic finance arrangement and in subsequent proceedings to determine the validity of transaction documents in light of the alleged unlawfulness of the transactions under UAE law.
• Dana Gas PJSC v Dana Gas Sukuk Ltd [2017] EWHC 2340 (Comm); [2017] EWHC 2928 (Comm); [2018] 1 Lloyd's Rep. 177
  Acting with Neil Kitchener QC for Dana Gas in Commercial Court proceedings which sought to declare various transaction documents governing its US$700 million ‘sukuk’ financing invalid on account of the basis that those documents did not comply with certain fundamental principles of Shariah and were contrary to UAE law (the law governing one of the main transaction documents).  The case raised questions of contractual construction, the (English) law of common mistake and conflict of laws (in particular, the impact of the fact that certain obligations were unlawful under a foreign law on transaction documents governed by English law). The claim also gave rise to several difficult procedural issues, in particular because Dana Gas (the Claimant) was prevented from attending the trial as a result of an anti-suit injunction having been obtained against it in the UAE, which led to the Claimant obtaining two adjournments of the English trial.

• The "RBS Rights Issue Litigation"Acting for RBS (with Sonia Tolaney QC) in this substantial and high-profile dispute. 
  Claims were brought by thousands of investors who sought to recover £4bn in relation to the £12bn rights issue (in 2008). The claimant groups alleged that the prospectus for the rights issue had included misleading statements, untrue statements and/or omissions (in breach of Section 90 of FSMA). The Bank and Directors denied that the prospectus had contained misleading or untrue statements or omissions and further denied causation and loss.
• Baylin v Canada Life International Ltd
  Sam acted (with Anthony de Garr Robinson QC) for Canada Life in an action brought by 84 claimants who had invested in certain funds through a Canada Life offshore insurance wrapper.  The claimants alleged breaches of duty (including negligence, breach of contract and breach of duties arising under FSMA) both in respect of the management of the funds and of the investment advice which caused them to invest in the funds. The investors claimed to have suffered losses running into tens of millions of pounds. Their claim represented a direct challenge to the basis on which the offshore insurance industry operates.
• Re Charterhouse Capital Limited [2015] EWCA Civ 536; [2014] EWHC 1410 (Ch)
  Acting (with Ken MacLean QC and James Potts QC) for the present and former managers of a leading private equity business in a dispute with the second largest shareholder of the business relating to the management of the business and a buy-out of the group company by the active management.
• Euroption Strategic Fund Ltd v Skandinaviska Enskilda Banken AB [2012] EWHC 584 (Comm)
  Acting (with Daniel Toledano QC) for the defendant bank (SEB) in resisting claims brought by its former hedge fund client (Euroption) relating to the duties of a bank in closing out its client’s trading positions and the availability of damages for lost future trading opportunities.
• F&C Alternative Investments (Holdings) Ltd v Barthelemy [2012] 3 WLR 10 (Ch)
  Acting (with Catherine Newman QC, Anthony de Garr Robinson QC and Andrew Ayres) for F&C Asset Management PLC and its subsidiary in a nine-month trial relating to the management of a fund of hedge funds business throughout the financial crisis of 2008 and early 2009 and the purported exercise of put option rights by the fund managers.
• Re Kaupthing Singer & Friedlander Ltd (in admin); Brazzill v Willoughby [2010] EWCA Civ 561; [2009] EWHC 1633 (Ch)
  Acting (with Richard Gillis QC) (in the High Court and the Court of Appeal) for the representative of creditors of Kaupthing Singer & Friedlander in a dispute regarding the validity and operation of a £100 million trust account and raising issues of trusts, regulation, unjust enrichment and subrogation.
• City Index v Jordan [2010] (Ch)
  Acting as sole counsel for City Index in a dispute relating to the effect of currency fluctuations on amounts owing under contracts for difference.
• Advising an Italian law firm on the drafting of jurisdiction, choice of law and arbitration clauses in a series of securitization transactions. Also advising on the relevant aspects of a legal opinion to be given by the lawyers acting for the arrangers.
• Advising an Italian insurance company in relation to its interest as a noteholder in the issuer’s insolvency, in particular, the relationship between the English law-governed notes (and the limitation period for claims on those notes) in the context of a Dutch insolvency process.

• Skatteforvaltningen v Solo Capital Partners LLP (in administration) & Ors [2020] EWHC 2022 (Comm); [2019] EWHC 2807 (Comm); [2018] EWHC 2785 (Comm)
  In the words of Foxton J, "one of the largest and most complex pieces of litigation to be heard in the Commercial Court".  A series of claims brought by the Danish tax office against c. 100 defendants in multiple jurisdictions in respect of an alleged conspiracy involving fraudulent withholding tax reclaim applications in the sum of DKK 12 billion (approximately £1.5 billion). Worldwide freezing orders and proprietary injunctions were obtained and maintained against 35 respondents. Sam acted as the senior junior on a large counsel team led by Michael Fealy QC and James Goldsmith QC.  As well as the main proceedings, Sam has been involved in hearings relating to the release of undertakings; collateral use of documents obtained pursuant to Norwich Pharmacal orders; preliminary issues; and a series of complex case management conferences.
• Benkel (as trustee in bankruptcy of Eliezer Fishman) v East-West German Real Estate Holding [2019] EWHC 117 (Ch); [2019] EWHC 199 (Ch); [2020] EWHC 1489 (Ch); [2021] EWHC 188 (Ch); [2021] EWHC 777 (Ch)
  Acted for the successful claimant trustee in an 8-day trial heard before Morgan J in the Chancery Division in February 2021. The claimant proved that the defendants created a corporate structure as a vehicle to hold assets belonging to the bankrupt in an attempt to put assets beyond the reach of his creditors. In pursuing the claimant’s claims, the claimant obtained orders recognising the foreign trustee under the cross-border insolvency regulation, a proprietary injunction, the appointment of receivers, an order under the Taking of Evidence Regulation, and an order to join an additional defendant in the course of the trial. Sam appeared as sole Counsel in three hearings and was led by Simon Colton QC at trial.
• Tsareva v Ananyev; Galagaev v Ananyev [2019] EWHC 2114 (Comm)
  Major mutti-party dispute arising out of a US$100 million claim for alleged fraudulent misrepresentation in connection with the sale of Loan Notes in Russia in which the First Defendant challenges the jurisdiction of the English Court, in particular in relation to the Claimants’ reliance on Articles 7(2) and 8(1) of the Brussels Regulation (Recast) and the tort, contract and/or “necessary or proper party” gateways.  Sam acted as sole Counsel for the Issuer and Guarantors of the Loan Notes in an interlocutory application to discharge a WFO and was subsequently led by David Foxton QC in a week-long jurisdiction hearing.

Sam is listed as one of the leading juniors at the Company Bar by all the major directories: Chambers & Partners; Legal 500; Chambers Global and Who’s Who Legal.

“A versatile junior who is experienced in company and banking law claims.  He regularly appears before the High Court in commercial matters and has experience in international arbitration. He is particularly knowledgeable when it comes to shareholder disputes and unfair prejudice claims.” (Chambers UK) 

• Re General Commercial Objects Ltd; Tudor v Dean (Ch) 2019
  Trial of an unfair prejudice petition relating to a substantial English technology group.  The business had been established by the Petitioner and a friend who had together granted equity to a manager.  In the end, the manager wrested de facto control of the business from the founders and left the Petitioner without any control over the business he had established.  Sam acted for the Petitioner from the outset through to trial.
• Re Edwardian Group Ltd; Appleby Trust (Jersey) Ltd v Singh [2019] 1 BCLC 171
  A long trial arising out of a dispute between the owners of the Radisson Blu Edwardian hotels group.  The case involved complex and novel allegations of quasi-partnership, breach of fiduciary duty, diversion of corporate opportunity and excessive remuneration.  Sam appeared (with Anthony de Garr Robinson QC) for the majority shareholders.
• The "RBS Rights Issue Litigation"
  One of the biggest banking disputes of the past decade.  Claims were brought by thousands of investors who sought to recover £4bn in relation to the £12bn rights issue (in 2008). The claimant groups alleged that the prospectus for the rights issue had included misleading statements, untrue statements and/or omissions (in breach of Section 90 of FSMA). The Bank and Directors denied that the prospectus had contained misleading or untrue statements or omissions and further denied causation and loss.  Sam acted with Sonia Tolaney QC for RBS in relation to the risk management aspects of the claim.
• Arbuthnott v Bonnyman; Re Charterhouse Capital Limited [2015] EWCA Civ 536; [2014] EWHC 1410 (Ch)
  Six-week trial of a s 994 Petition brought by the second largest shareholder of Charterhouse Capital Limited.  The dispute concerned the management of a leading private equity business and, in particular, the management buy-out of the company by the investment managers in 2012. The dispute also involved allegations of conflicts of interest by directors and further allegations of breach of fiduciary duty against directors.
• Kleanthous v Paphitis [2012] BCC 676
  Sam acted (with Neil Kitchener QC) for Theo Paphitis in successfully resisting a derivative claim brought by Anthony Kleanthous. Mr Kleanthous alleged that Mr Paphitis had improperly (and in breach of his duties as a director) acquired the La Senza lingerie business through a private investment vehicle rather than through the Rymans group (of which Mr Kleanthous was a minority shareholder). The dispute involved allegations of breach of directors’ duties & fiduciary duties and defences of authorisation and ratification.
• F&C Alternative Investments v Barthelemy [2012] 3 WLR 10 (Ch)
  Sam acted (with Catherine Newman QC, Anthony de Garr Robinson QC and Andrew Ayres) for F&C Asset Management PLC and its subsidiary in a series of matters including two unfair prejudice (s. 994) petitions relating to the management of a limited liability partnership (a fund of hedge funds business) and a separate claim and counterclaim relating to the purported exercise of put options by the minority members.

• ICC arbitration
  Acting as the lead advocate for the claimant in a dispute arising under a contract relating to the marketing of helicopters to the Ministry of Defence of an Asian nation.  The Defendant had sought to withhold payments of a series of payments under the contract on the basis that it intended to and was entitled to carry out an investigation into alleged compliance concerns connected to allegations related to bribery and corruption.  The Claimant was successful in all aspects of its claim and recovered all amounts owing under the contract along with its costs.
• LCIA arbitration
  Acting for the local subsidiary of a major international telecommunications group in a contractual dispute relating to the lease of space on telecommunications towers for communications equipment.
• LCIA arbitration
  Acting as sole advocate for the Respondent/Counterclaimant in a dispute arising out of a series of share sale agreements and a management consultancy agreement.
• LCIA arbitration
  Acting as sole advocate for the Claimant oil and gas companies in a US $30 million claim arising out of derivative trading contracts, physical trading contracts and oil and gas transport and storage agreements.
• UNCITRAL arbitration
  Acting (with Lord Grabiner QC) for a leading international law firm in relation to a partnership dispute. The claim involved issues of restraint of trade, breach of contract and estoppel as well as extensive procedural disputes relating to disclosure and privilege. The dispute also raised legal issues relating to the nature of partnerships and LLPs.
• LCIA arbitration
  Acting for the Respondent Finnish oil company in a US$33 million dispute arising out of agreements for the sale of gas condensate between the parties (including claims for breach of contract and various economic torts) and a major Russian oil and gas group and raising issues of Russian and Finnish law as well as English law.

• LCIA arbitration
  Acting (as sole counsel) for the Claimant group of oil and gas companies in claims based on oil futures contracts and oil and gas transport and storage agreements.
• LCIA arbitration
  Acting for the Respondent oil company in a US$33m dispute arising out of agreements for the sale of gas condensate between the parties (including claims for breach of contract and various economic torts) and a major Russian oil and gas group and raising issues of Russian and Finnish law as well as English law.
• LCIA arbitration
  Acting for the Claimant gas company in an LCIA arbitration concerning a dispute as to whether clauses relied upon by the Claimant were unenforceable restraints of trade. The dispute encompassed conventional restraint of trade issues as well as the broader question of the extent to which the choice of English law to govern a contract brought with it aspects of public policy such as the restraint of trade doctrine.

• Skatteforvaltningen v Solo Capital Partners LLP (in administration) & Ors [2020] EWHC 2022 (Comm); [2019] EWHC 2807 (Comm); [2018] EWHC 2785 (Comm)
  Acting (with a team led by Michael Fealy QC) for the Danish Tax and Customs Administration in caims brought against c.100 defendants in respect of an alleged conspiracy involving fraudulent withholding tax reclaim applications in the sum of DKK 12 billion (approximately £1.5 billion). Involves proprietary/tracing and unjust enrichment claims.
• Re Kaupthing Singer & Friedlander Ltd (in admin); Brazzill v Willoughby [2010] EWCA Civ 561; [2009] EWHC 1633 (Ch)
  Acting (with Richard Gillis QC) (in the High Court and the Court of Appeal) for the representative of creditors of Kaupthing Singer & Friedlander in a dispute regarding the validity and operation of a £100 million trust account and raising issues of trusts, regulation, unjust enrichment and subrogation.

Sam has considerable experience of freezing injunctions, jurisdiction challenges, Norwich Pharmacal / Bankers Trust orders, challenges to legal professional privilege and other interlocutory and procedural disputes

• Gorbachev v Guriev [2022] EWHC 1907 (Comm); [2022] EWCA Civ 1270:
  Sam lead Harry Stratton in the Commercial Court and the Court of Appeal, acting for Cypriot trustee companies in a long-running dispute between two Russian oligarchs. The decisions broke new ground as to the jurisdictional scope of third-party disclosure orders.
• Skatteforvaltningen v Solo Capital Partners LLP (in administration) & Ors [2020] EWHC 2022 (Comm); [2019] EWHC 2807 (Comm); [2018] EWHC 2785 (Comm)
  As part of very large and complex proceedings, Sam has appeared in a number of interlocutory hearings including an application for the continuation of a freezing injunction; an application relating to the availability of litigation privilege; an application for the release of undertakings; and an application permitting the collateral use of documents obtained pursuant to Norwich Pharmacal orders.
• Benkel (as trustee in bankruptcy of Eliezer Fishman) v East-West German Real Estate Holding [2019] EWHC 117 (Ch); [2019] EWHC 199 (Ch); [2020] EWHC 1489 (Ch); [2021] EWHC 188 (Ch); [2021] EWHC 777 (Ch)
  Acted for the successful claimant trustee in an 8-day trial heard before Morgan J in the Chancery Division in February 2021. The claimant proved that the defendants created a corporate structure as a vehicle to hold assets belonging to the bankrupt in an attempt to put assets beyond the reach of his creditors. In pursuing the claimant’s claims, the claimant obtained orders recognising the foreign trustee under the cross-border insolvency regulation, a proprietary injunction, the appointment of receivers, an order under the Taking of Evidence Regulation, and an order to join an additional defendant in the course of the trial. Sam appeared as sole Counsel in three hearings and was led by Simon Colton QC at trial.
• Tsareva v Ananyev; Galagaev v Ananyev [2019] EWHC 2114 (Comm)
  Major multi-party dispute arising out of a US$100 million claim for alleged fraudulent misrepresentation in connection with the sale of Loan Notes in Russia in which the First Defendant challenges the jurisdiction of the English Court, in particular in relation to the Claimants’ reliance on Articles 7(2) and 8(1) of the Brussels Regulation (Recast) and the tort, contract and/or “necessary or proper party” gateways.  Sam acted as sole Counsel for the Issuer and Guarantors of the Loan Notes in an interlocutory application to discharge a WFO and was subsequently led by David Foxton QC in a week-long jurisdiction hearing. 
• Brown v Candy, 2019 (Ch)
  Acting as sole Counsel for Christian Candy and associated companies in successfully striking out a £1.5 billion claim relating to an alleged agreement in relation to the sale of a penthouse at One Hyde Park, Knightsbridge.
• Kamoto Copper Company SA v Africa Horizons Investments Ltd & Anr [2018] EWHC 1096 (Comm)
  Acting with Camilla Bingham QC for the Claimant, a Glencore subsidiary, in a dispute with Dan Gertler centring on the impact on the parties’ African mining operations of sanctions imposed by President Trump’s Executive Order 13818.  Anti-suit injunction obtained restraining the Defendants from pursuing proceedings brought in the Democratic Republic of Congo in breach of an exclusive jurisdiction agreement in favour of the courts of England and Wales
• Dana Gas PJSC v Dana Gas Sukuk Ltd [2017] EWHC 1896 (Comm)
  Acting with Alain Choo Choy QC for Dana Gas in obtaining injunctions to prevent the enforcement of certificates under a $850 million Islamic finance arrangement and in subsequent proceedings to determine the validity of transaction documents in light of the alleged unlawfulness of the transactions under UAE law. 

• Skatteforvaltningen v Solo Capital Partners LLP (in administration) & Ors [2020] EWHC 2022 (Comm); [2019] EWHC 2807 (Comm); [2018] EWHC 2785 (Comm)
  Large complex proceedings that involved (in part) substantial negligence claims being made against tax advisors, custodians and financial entities in relation to a series of major frauds.
• Banbury v RSM UK Tax and Accounting Limited (Ch) 2018-2019
  Acting for a firm of accountants and tax advisors in defending a claim alleging a failure to advise of the availability of taper relief/entrepreneur’s relief and involving questions of scope of duty and limitation.