UK: England and Wales: LLPs, fiduciary duties and unfair prejudice

Judgment was given last week in F&C Alternative Investments (Holdings) Ltd v Barthelemy [2011] EWHC 1731 (Ch). There is much of interest in this lengthy judgment, in which the trial judge considered the scope of the fiduciary duties owed by board members of a limited liability partnership (F&C Partners LLP) and allegations of unfairly prejudicial conduct under section 994 of the Companies Act 2006. One of the LLP's partners was a company, F&C Alternative Investments (Holdings) Limited, which was in turn wholly owned by F&C Asset Management plc. It is noteworthy that the trial judge found both of these companies liable under section 994, observing that the former "was in reality a cipher" for the latter.