Members of 3VB act for TMO Renewables in US$50m breach of directors’ duties claim

On 20 July 2021 Mrs Justice Joanna Smith handed down a 702 paragraph judgment in TMO Renewables v Yeo and others.

TMO was claiming equitable compensation of around US$50m for breaches of statutory (directors’) duty and fiduciary duty by five individuals in relation to the manipulation of a vote at an EGM, which prevented a different set of directors from assuming control of the company and taking it into a new and profitable direction (instead of going into administration, as in fact happened).

The Judge accepted TMO’s case on liability, making numerous findings that the director defendants and TMO’s legal adviser had acted in bad faith and for an improper purpose in manipulating the vote (including making fraudulent misrepresentations to the company’s shareholders).

However, the Judge ultimately dismissed TMO’s claim, holding that TMO had not proved all aspects of its case on causation and loss.

Andrew Sutcliffe QC, George McPherson and Ravi Jackson, instructed by Lee Dunnill and Zoe May of Hewlett Swanson Limited, acted for TMO.

A copy of the judgment may be found here.