David Head KC and Calum Mulderrig successful in the Commercial Court

David Head KC and Calum Mulderrig have successfully acted for E.M.I.S. Finance BV (EMIS) following a two-day expedited trial in the Commercial Court on 29 and 30 October 2025.

The case related to the rights of EMIS, as Issuer, and Noteholders under a series of Loan Participation Notes to appoint and remove the Trustee under the Notes. The case turned on the correct construction of contractual provisions related to the parties’ respective rights, following the purported removal by Noteholders of the Trustee, Bank of New York Mellon (BNYM), and appointment of a replacement, the Third Defendant, GLAS Trustees Limited (GLAS Trustees). The purported removal and appointment of the Trustee under the Notes had been procured by the First Defendant, ICU Trading Limited (ICU) as Requesting Noteholder.

On 10 December 2025, Mr Justice Henshaw gave judgment and found in favour of EMIS. The Judge held that, as Issuer, EMIS had a contractual right to appoint and remove the Trustee under the Notes. However, the Judge further held that the Noteholders had no right at all to appoint the Trustee, and a limited right to remove the Trustee, which would become effective only on appointment by EMIS or the court of a new Trustee. Accordingly, the Noteholders’ purported appointment of GLAS Trustees as Trustee under the Notes was ineffective, as was the purported removal of BNYM, as neither EMIS nor the court had appointed a new Trustee in its place.

David Head KC and Calum Mulderrig appeared for the successful claimant, EMIS, instructed by Mark Kenkre, Billy Earl and Charlotte Last, at Napier Sterling.

A copy of the judgment is available here.