Segulah Medical Acceleration AB & Ors v Akhilesh Shailendra Tripathi & Ors

The court determined two outstanding disclosure issues in a disclosure review document arising from a petition under section 994 of the Companies Act 2006. The judge held that an Issue for disclosure (Issue 6) should be formulated to identify the named shareholder (Miss Silvie Kent) and inquire into the First Respondent's role in a June 2023 secondary sale and why he facilitated it. The court refused to defer determination pending any proposed amendment to the First Respondent's pleaded defence because there was no indication the pleaded position would change and the question for disclosure is distinct from issues for trial.

On Model C requests in respect of the relationship between the First Respondent and seven appointed directors (Issue 11), the court adopted an intermediate formulation to capture communications by or on behalf of the First Respondent about (1) the appointment of each named individual and (2) that individual’s conduct as a director of the company. The formulation was chosen to be sufficiently focused to be relevant and proportionate while not unduly restricting documents captured by the requests.

This first-instance ruling arises from a costs and case management conference in proceedings brought by the petitioners under section 994, Companies Act 2006, concerning alleged unfairly prejudicial conduct in the management of Signifier Medical Technologies Limited. The petitioners allege, among other matters, that board changes in August and September 2023 were designed to prevent investigation of alleged wrongdoing by the First Respondent as chief executive, and that the First Respondent misused company funds. The petitioners also allege that the First Respondent facilitated secondary sales of shares for a person with a close personal relationship, and seek remedies including repayment to the company.

The matter before the court was confined to two outstanding points of construction in the parties' joint Disclosure Review Document following a day-long CCMC: (i) the precise formulation of "Issue 6" for disclosure, which concerns the First Respondent's role in a June 2023 secondary share sale (now identified as involving Miss Silvie Kent); and (ii) the appropriate wording of mirror Model C disclosure requests in respect of "Issue 11", which concerns the relationship between the First Respondent and seven individuals appointed as directors on 23 August 2023.

The court considered each issue on paper. In relation to Issue 6 the court held that naming the shareholder did not justify deferring the formulation until any re-amended defence was served. The judge noted the distinction between issues for disclosure and issues for trial (citing McParland & Partners Ltd v Whitehead [2020] EWHC 298 (Ch)) and concluded that undisclosed documents concerning the identified factual question were likely to be relevant irrespective of any further pleading changes. Accordingly, Issue 6 was ordered in the form proposed by the petitioners, specifying Miss Silvie Kent.

In relation to Issue 11 the parties agreed the first limb of the Model C requests (the appointment) but disagreed about the second limb. The petitioners sought wording capturing performance of each individual's role as a director, while the First Respondent sought a narrower formulation limited to dealings in respect of board meetings. The court formulated an intermediate request: "All communications by or on behalf of the First Respondent in relation to (1) the appointment of [name] to SMT's board and (2) [name's] conduct as a director of SMT." The judge explained that this wording focuses on communications relating to an individual's conduct as a director and is proportionate, while permitting the parties to substitute a mutually agreed alternative if they can agree one in writing.

The judgment gave permission for the parties to agree a revised formulation of the Model C requests and substitute it for the court's formulation if they do so in writing.

The court determined the two outstanding disclosure issues. Issue 6 is to be formulated as proposed by the petitioners, identifying Miss Silvie Kent and enquiring into the First Respondent's role in and reasons for facilitating a June 2023 secondary share sale; the court declined to defer determination pending any re-amendment of the First Respondent's defence because there was no indication the pleaded issues would change and disclosure issues are distinct from trial issues. For Issue 11 the court ordered Model C Requests in the form: "All communications by or on behalf of the First Respondent in relation to (1) the appointment of [name] to SMT's board and (2) [name's] conduct as a director of SMT", as a proportionate formulation focussing on relevant communications, while permitting the parties to agree an alternative in writing.