ABSTRACT

The Lloyds case concerned the 2009 acquisition of HBOS. Shareholders sued 5 directors for losses sustained by them. It was the first case in the UK arising out of the financial crisis of 2008/2009 which went to full trial, with cross- examination of defendant directors, advisers and expert witnesses. It was also the first minority shareholder group litigation case brought against the directors of a listed company pursued through trial to judgment. The 280 page judgment provides an insight into the processes of listed company takeovers. It might have provided illumination of directors’ duties and of the reflective loss principle, which denies shareholders recovery where the company has a claim on the same facts. It did not: and the case gives attention to two reported cases which have long since lost authority.

摘要

劳埃德案涉及2009年收购HBOS。股东状告五名董事所蒙受的损失。这是英国在2008/2009年金融危机中引发的第一起案件，现已全面审理，并对被告董事，顾问和专家证人进行了盘问。这也是第一起针对某上市公司董事的少数股东集团诉讼案，该案是通过审判作出的。280页的判断力可以深入了解上市公司的收购过程。它可能提供了董事职责和反思性损失原则的说明，在公司对相同事实提出索赔的情况下，该原则拒绝了股东的追回。事实并非如此：该案引起了人们的关注，因为这两个案件早已失去了权威。