Rosalind Nicholson

Areas of Practice

Rosalind Nicholson specialises in company law and corporate finance. She is known for her solutions-based approach and for her ability to give clear and practical advice directed to the efficient achievement of Clients' objectives. Her practice extends to all areas in which issues of company law arise and her clients range from owner managers and family businesses to household name and FTSE 100 companies.

Selected Cases of Interest

• Imprint Plc: Advised the Board of Directors of Imprint Plc during the takeover battle between OPD Group, Hydrogen Group and Premier Group, which ultimately resulted in the successful acquisition by the Premier Group. A case described in the Financial Times as "one of the most intriguing small company takeover bid battles for some time."
• Cadbury Schweppes plc v Halifax Share Dealing Ltd [2006] EWHC 1184: Represented Cadbury Schweppes Plc and Unilever Plc in a case where the Court was asked to determine which, of the companies, Registrars or Brokers were liable for the costs of reinstating shareholders following a fraudulent deployment of share certificates.
• Re Citybranch Limited, Gross v Rackind [2004] EWCA Civ 815: Represented the Petitioners before the Curt of Appeal where the Court considered the circumstances in which the conduct of the affairs of a holding company could include those of its subsidiary.
• British Aviation Insurance Co Ltd [2005] EWHC 1621 (Ch): Instructed on behalf of United Technologies Corporation Inc to oppose the solvent Scheme of Arrangement put forward on behalf of BAIC. The Judge refused to sanction the arrangement in a ground-breaking judgment.
• Re Bhullar Bros. Ltd [2003] EWCA Civ 424: Successfully represented the Respondents in this significant Court of Appeal case. Bhullar v Bhullar is a leading case on the applicable principles where Directors seek to pursue corporate opportunities in their own behalf.
• Essilor International SA: Acted on behalf of both bidder and target in connection to Essilor's acquisition of Sinclair Optical Services. Developed an efficient, cost effective and successful solution to a difficulty in the proposed takeover due to 10% of the target's shares being held by minors.
• Advised the Board of Directors of a leading premier division football club in connection with the conduct of a meeting held in the context of a hostile takeover bid.
• Acted on behalf of several AIM listed companies in structuring and implementing complex acquisitions, including the acquisition of Rift Oil Plc (oil and gas exploration) by Talisman Energy for £114.8m, and Kiwara Plc (mineral exploration and development company) by First Quantum Minerals Ltd for £157m.
• Advised and acted on numerous Schemes of Arrangement and corporate reconstructions for listed and non-listed public companies. Clients have included a local radio company with 28 local radio companies across the UK; a petroleum and natural gas exploration, extraction and production company; a property investment company; and a household name distributor of entertainment software.
• Advised and acted on behalf of Shareholders and Boards of Directors in connection with members' requisitions including drafting statements for circulation and associated documentation; and advising on strategic activities and conduct of meeting.

The Directories

Rosalind has been recommended for many years by both Chambers & Partners and the Legal 500 as a leading practitioner in Company Law.
The 2011 edition of Chambers comments that "Whether working on corporate transactions or in the midst of company litigation, she has shown herself to be "capable, receptive and a pleasure to deal with."" The 2010 edition singled out her "enviable skills in schemes of arrangement". In 2009 she received praise for the way in which "approaches her work with a minimum of fuss and gets things done quickly and effectively." The 2008 edition credited her as "a specialist in advising and litigating on company law matter, renowned for her proficiency in areas such as shareholder rights and remedies, schemes of arrangement, capital reorganisations and directors' rights and responsibilities"; Earlier editions had commended her as providing a "consistently high quality of advice", "if you manage to get her, you don't have to worry any further because the work will be done on time and to the highest standards".
Rosalind is recommended by The Legal 500 as a Leading Junior in Company Law which praises her as ‘an excellent technical lawyer, particularly good for restructuring‘. Previous editions report that she is "a favourite for corporate reorganisations and share capital reductions" and as ‘very hard working', "an excellent draftswoman" and "technically excellent".

Publications

Table A Articles of Association (Sweet & Maxwell, 1997); Articles of Association, Table A and the New Model Articles (Sweet & Maxwell 2010)
The role of Directors and their duties and responsibilities (First published City & Financial, 2000, 2nd edition 2004) Chapter 4 Potential Liabilities
Annotated Companies Acts (Oxford University Press, 2006), Financial Assistance for purchase of own shares, Reductions of Share Capital, Redenomination of Share Capital
Mediation & Section 459 Petitions, The Company Lawyer Vol. 23 No 9 September 2002