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Sri Carmichael
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Sri specialises in commercial litigation, insolvency, civil fraud and company law.

Her practice focuses on claims concerning wrongdoing by directors and other fiduciaries, as well as shareholder, joint venture and contractual disputes and applications on behalf of officeholders and creditors. She is frequently instructed on complex commercial fraud cases due to her technical expertise in company law and insolvency.

Sri is an experienced trial advocate and has appeared both as sole counsel and with a leader in high value Commercial Court, Chancery Division and arbitral matters. She has succeeded in a number of claims that have required her to undertake extensive cross-examination in respect of allegations of fraud and dishonesty.

Sri was appointed to the Attorney General’s C Panel in March 2019 in recognition of the strength of her advocacy. As a specialist panel member, she acts for the Government in large-scale contractual disputes and insolvency matters.

Current and recent instructions include:

  • Acting for the manager of a Cayman Islands investment fund in a multi-million dollar fraud claim in the Commercial Court against the fund’s former investment advisers. Listed for a three-week trial in June 2021. Led by Nigel Jones QC.
  • Advising minority shareholders in respect of two related unfair prejudice petitions concerning global mining companies. Led by Raquel Agnello QC of Erskine Chambers.
  • Acting in an £80 million dispute arising out of the much publicised liquidation of public sector contractor Carillion. Led by Paul Reed QC.
  • Acting for a US-based oil company in an LCIA arbitration of a contractual dispute arising out of a joint venture relating to oil and gas fields in Egypt. Led by David Lewis QC.
  • Acting for the petitioner in the trial of an unfair prejudice petition concerning the fraudulent diversion of a multi-million pound care home business.
  • Acting for a company in liquidation in an eight-day trial of a breach of duty claim against its former de facto directors.
  • Acting for liquidators in a misfeasance/transaction at an undervalue application against a former director in relation to payment of unlawful dividends.
  • Advising a creditor in relation to an application to challenge an IVA on the grounds of unfair prejudice and material irregularity.

Commercial Litigation

Sri is instructed in a broad range of commercial matters from contractual disputes to breach of warranty claims and claims against directors and shareholders. Many of her cases have an international dimension and involve advising on urgent interim relief. Her cross-disciplinary expertise in company law and insolvency is frequently of assistance in difficult commercial cases.

Recent work includes:

  • Floreat Investment Management Limited v Churchill & Ors: Acting for the manager of a Cayman Islands investment fund in a multi-million dollar fraud claim in the Commercial Court against the fund’s former investment advisers. Listed for a three-week trial in June 2021. Led by Nigel Jones QC. Also advising on related insurance coverage issues, acting in related contractual disputes, and advising in respect of a threatened s.994 petition against a connected company that is in deadlock (led by David Lewis QC).
  • Acting for a US-based oil company in an LCIA arbitration of a joint venture dispute concerning oil and gas fields in Egypt and the validity of cash calls issued under the operating agreement. Led by David Lewis QC.
  • Acting for a creditor in the expert determination of an £80 million contractual dispute arising out of the much publicised liquidation of public sector contractor Carillion. Led by Paul Reed QC.
  • MDS Accident Repair Centre Limited (in liquidation) v Dudey & Ors: Acting for the claimant in an eight-day trial of a breach of duty/knowing receipt claim in which it was alleged that the company’s de facto directors had diverted the company’s funds to their own corporate entities. Sri undertook multiple days of cross-examination on allegations of fraud and dishonesty which led to a favourable settlement for the claimant on the penultimate day of trial.
  • Acting in a high value sale of goods dispute concerning the operation of s.49 of the Sale of Goods Act 1979, the proper construction of a retention of title clause and the reasonableness of contractual terms under UCTA.
  • Acting for a well-known fashion designer in a contractual dispute with a high street department store. Led by PJ Kirby QC.
  • Acting for a US-based shareholder of a technology company operating from the Ukraine in a multi-million pound dispute for breach of the shareholders’ agreement.
  • Advising a Premier League footballer seeking to extricate himself from a sponsorship contract. Led by Nigel Jones QC.
  • Advising a high-street clothing retailer in a dispute with various foreign factoring companies acting for its Turkish manufacturer over unpaid invoices and failure to deliver stock. Raised complex issues of assignment and set-off.
  • Acting for a technology company in respect of a contractual dispute in which arguments of mistake and rectification were raised.

Civil Fraud & Asset Tracing

Sri has acted in substantial commercial fraud claims, including conspiracy claims. She has considerable experience cross-examining on allegations of fraud and dishonesty and is frequently instructed in disputes with a company law or insolvency angle due to her cross-discipline expertise.

Recent work includes:

  • Floreat Investment Management Limited v Churchill & Ors: Acting for the manager of a Cayman Islands investment fund in a multi-million dollar fraud claim in the Commercial Court against the fund’s former investment advisers. Led by Nigel Jones QC.
  • MDS Accident Repair Centre Limited (in liquidation) v Dudey & Ors: Acting for the claimant in an eight-day trial of a breach of duty/knowing receipt claim in which it was alleged that the company’s de facto directors had diverted the company’s funds to their own corporate entities. Sri undertook multiple days of cross-examination on allegations of fraud and dishonesty which led to a favourable settlement for the claimant on the penultimate day of trial.
  • Harry v Harry & Salisbury Autistic Care Limited: Succeeded in the trial of a shareholders’ dispute in the Companies Court between two brothers concerning the fraudulent diversion of a multi-million pound care home business.
  • Defending former consultants to the commercial arm of a leading university who were alleged to have misappropriated confidential information worth millions of pounds in respect of computer gaming programmes developed for the military and police.
  • Acting for a US-based shareholder of a technology company operating from the Ukraine in a dispute concerning apparently fraudulent conduct by the company’s other shareholders.
  • Acting for a private bank and its directors in a multi-million pound commercial fraud claim concerning misappropriation of confidential information and a maturing investment opportunity. Led by Nigel Jones QC and Sarah McCann.
  • Acting for a renewable energy company in a claim against a former director for diverting business opportunities.
  • Defending former employees of a Norwegian media firm against allegations of breach of duty, breach of confidence, knowing receipt and conspiracy in a claim that raised conflict of laws issues. Settled by way of mediation after Sri successfully resisted an application for a springboard injunction.

Companies, Joint Ventures & Partnerships

Sri frequently acts in unfair prejudice petitions, claims for breaches of shareholders’ agreements and claims against directors. She also advises on technical aspects of company law concerning corporate governance, including meetings and resolutions, and has experience of joint venture disputes.

Sri has successfully acted as sole counsel in lengthy unfair prejudice and breach of duty trials involving allegations of fraud and dishonesty.

Recent work includes:

  • Advising minority shareholders in respect of two related unfair prejudice petitions concerning global mining companies. Led by Raquel Agnello QC of Erskine Chambers.
  • Harry v Harry & Salisbury Autistic Care Limited: Succeeded in the liability trial of an unfair prejudice petition in the Companies Court between two brothers concerning the fraudulent diversion of a multi-million pound care home business.
  • MDS Accident Repair Centre Limited (in liquidation) v Dudey & Ors: Acting for the claimant in an eight-day trial of a breach of duty/knowing receipt claim in which it was alleged that the company’s de facto directors had diverted the company’s funds to their own corporate entities. Sri undertook multiple days of cross-examination on allegations of fraud and dishonesty which led to a favourable settlement for the claimant on the penultimate day of trial.
  • Enterprise Insurance Company plc (in liquidation) v EHL Realisations Limited & Ors: Acting as part of the counsel team (led by Nigel Jones QC) instructed by the claimant on this complex £50m fraudulent breach of duty claim in the Supreme Court of Gibraltar arising out of the much publicised collapse of one of Gibraltar’s largest insurers. Focused on the financial assistance element of the claim.
  • Acting for a US-based shareholder of a technology company operating from the Ukraine in a multi-million pound dispute for breach of the shareholders’ agreement. Settled following service of draft proceedings on the other side.
  • Acting for a minority shareholder in a dispute over the operation of an eyewear company which involved misappropriation of company assets and a threatened rights issue to dilute the client’s shareholding. Settled after draft petition served on the other side.
  • Acting for a director and shareholder in a dispute over ownership of the company and rectification of the register of members. The claim involves analysis of alleged share transactions stretching back several years and a claim for proprietary estoppel.

Commercial Arbitration

Sri is instructed in arbitral proceedings as part of her commercial practice. She has experience of LCIA and ad hoc arbitrations.

Recent work includes:

  • Acting for a US-based oil company in an LCIA arbitration of a joint venture dispute concerning oil and gas fields in Egypt and the validity of cash calls issued under the operating agreement. Led by David Lewis QC.
  • Ad hoc arbitration concerning the interpretation of a multi-million pound contract entered into by the Ministry of Defence.

Franchising

Sri has experience in acting in complex franchising disputes requiring urgent strategic advice and applications for interim injunctive relief in respect of breaches of post-termination restrictive covenants. She has acted for both franchisors and franchisees in a wide range of industries.

Recent work includes:

  • Energie v Star Gym & Ors: Acting for a gym chain in a dispute with a franchisee who set up his own rival business from the franchise premises. Involved application for interim injunctive relief. Led by Brie Stevens-Hoare QC and David Lewis QC.
  • Jackson v E-tyres: Defending a nationwide franchisor in a claim by a former franchisee for misrepresentation and repudiatory breach of the franchise agreement. Counterclaim for loss of profit.
  • Acting for a home improvement franchise in a claim against former franchisees for repudiatory breach of the franchise agreement in failing to commence trading and defending a counterclaim for breach of the franchise agreement and misrepresentation.

Private International Law

Sri has dealt with numerous disputes across her practice areas that have a cross-border dimension. She is comfortable advising on conflict of laws issues in respect of jurisdiction and choice of law, enforcement of judgments in other jurisdictions and applications for service out.

Corporate Insolvency

Sri acts for officeholders, creditors, companies and company directors in respect of winding up petitions and injunctions to restrain, antecedent transactions, allegations of misfeasance and wrongful trading, and other issues arising out of liquidations, administrations and CVAs.

Recent work includes:

  • Acting for a creditor and former employer in an £80 million dispute with the liquidator of public sector contractor Carillion. Led by Paul Reed QC.
  • MDS Accident Repair Centre Limited (in liquidation) v Dudey & Ors: Acting for the claimant company in liquidation in an eight-day trial of a breach of duty/knowing receipt claim in which it was alleged that the company’s de facto directors had diverted the company’s funds to their own corporate entities. Sri undertook multiple days of cross-examination on allegations of fraud and dishonesty which led to a favourable settlement for the claimant on the penultimate day of trial.
  • Enterprise Insurance Company plc (in liquidation) v EHL Realisations Limited & Ors: Acting as part of the counsel team (led by Nigel Jones QC) instructed by the liquidator on this complex £50m fraudulent breach of duty claim in the Supreme Court of Gibraltar arising out of the much publicised collapse of one of Gibraltar’s largest insurers. Focused on the financial assistance element of the claim.
  • Acting for liquidators in a misfeasance/transaction at an undervalue application against a former director in relation to payment of unlawful dividends.
  • Advising on strategies to remove a liquidator who had installed himself without proper authority and obtain pre-action disclosure from the company in liquidation. Dealt with the insolvency aspects of this large-scale construction dispute. Led by David Pliener.
  • Advising a director/shareholder on the practicalities of putting a company into CVL or administration and the risks he faced of an officeholder bringing claims against him.
  • Various public interest winding up petitions on behalf of the Secretary of State for Business Energy and Industrial Strategy.

Personal Insolvency

Sri is instructed by trustees in bankruptcy, creditors and debtors in respect of statutory demands, bankruptcy petitions (including annulment and rescission applications), IVAs and debt relief orders.

Recent work includes:

  • Farrington v Turner: Successfully defended TV personality Anthea Turner in a five-day trial of a multi-million pound transaction at an undervalue claim brought against her by her former husband’s trustee in bankruptcy. Led by Matthew Collings QC of Maitland Chambers.
  • Advising a creditor in relation to a s.262 IA 1986 application to challenge an IVA on the grounds of unfair prejudice and material irregularity.
  • Acting for a company petitioning for the bankruptcy of one of its directors in respect of unpaid loans. Involved successfully resisting an interim application to strike out material from a witness statement that was said to be subject to without prejudice privilege.
  • Acting for a trustee in bankruptcy seeking to set aside a judgment to which he was not a party pursuant to CPR 40.9 on the basis that he was ‘directly affected’ by the bankrupt’s decision, prior to the trustee’s appointment, not to oppose an application for a declaration regarding her ownership of a property.
  • Re Hibbert – Annulment/rescission application in long-running bankruptcy proceedings.
  • Acting for the Official Receiver in various matters, including an application under s.346 IA 1986 for a determination as to whether a creditor should be permitted to retain the benefit of a final charging order obtained after the bankruptcy order was made.

Directors’ Disqualification

Sri advises directors in respect of proceedings under the Company Directors Disqualification Act 1986 including applications for permission to continue to act where a director has been disqualified or given an undertaking.

Appointments

Attorney General’s C Panel of Civil Counsel

Professional associations

  • Commercial Bar Association
  • Chancery Bar Association,
  • London Common Law and Commercial Bar Association
  • YFLA Member

Qualifications

  • BPTC (BPP London) – Outstanding
  • GDL (BPP London) – Distinction
  • BSc Politics (University of Bristol)
  • Award for outstanding performance on the BPTC – Inner Temple
  • Exhibition Scholarships for BPTC and GDL – Inner Temple
  • First prize, Individual Mediator – International Academy of Dispute Resolution International Law School Mediation Tournament 2012, Chicago
  • First prize, Individual Mediator and first prize, Mediation Team – UK Law Schools Mediation Competition 2012

CSR

Sri regularly appears in the Chancery Division urgent applications court representing litigants-in-person pro bono as part of the Chancery Litigants in Person Scheme (CLIPS).

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