Legal and General Assurance Society Ltd
| Jurisdiction | England & Wales |
| Judge | Mr. Justice Zacaroli,Mr Justice Zacaroli |
| Judgment Date | 30 March 2020 |
| Neutral Citation | [2020] EWHC 756 (Ch) |
| Court | Chancery Division |
| Docket Number | Case No: CR-2018-007713 |
| Date | 30 March 2020 |
[2020] EWHC 756 (Ch)
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
COMPANIES LIST (ChD)
7 Rolls Building
Fetter Lane
London EC4A 1NL
THE HONOURABLE Mr Justice Zacaroli
Case No: CR-2018-007713
and
and
Martin Moore QC (instructed by Slaughter and May for Legal and General Assurance Society Limited (the Transferor), and instructed by Herbert Smith Freehills LLP for ReAssure Limited (the Transferee)
Theodor Van Sante (instructed by the Financial Conduct Authority)
Tom Weitzman QC (instructed by the Prudential Regulation Authority)
The following policyholders appeared in person: Mr John Gorrod, Mrs Susan Mulholland, Dr Kerry Platman, Ms Tamara Schillinger, Mr Joseph Sebastian and Mr Eugene Nathan
Hearing dates: 10, 11, 12 March 2020
Approved Judgment
I direct that pursuant to CPR PD 39A para 6.1 no official shorthand note shall be taken of this Judgment and that copies of this version as handed down may be treated as authentic.
Over the course of 10 to 12 March 2020 I heard an application to sanction a scheme (the “Scheme”) under Part VII of the Financial Services and Markets Act 2000 (“ FSMA”) for the transfer of insurance business from Legal and General Assurance Society Limited (“LGAS”) to ReAssure Limited (“ReAssure”).
Over the next ten days I received a number of further submissions from certain policyholders who had appeared at the hearing to object to the Scheme, and various submissions in response from Mr Moore QC who represents the applicant companies. I also sought further input from the independent expert instructed in this case, in order to deal with certain of the points raised.
This was against the background of the fast-developing health and economic crisis as a result of the global COVID-19 pandemic.
The applicant companies had originally indicated a need for a decision on the Scheme by Tuesday 24 March 2020 at the latest, in order to ensure that the transfer of business could be effected under the Scheme by early April 2020.
During the evening of Monday 23 March 2020 I received a request from Mr Moore that I defer handing down my decision until the independent expert had provided a supplemental report dealing further with the impact of COVID-19. Then, during the evening of 24 March 2020, I received a third supplemental skeleton argument from Mr Moore requesting an adjournment of the application in the light of the operational challenges that COVID-19 had presented and continued to present to the successful migration of the business to ReAssure.
The applicant companies had concluded that, in light of those operational challenges, it could not be said with a sufficient degree of certainty that the mechanics of the migration would proceed precisely as planned. Additionally, and more significantly, there was uncertainty about the extent and distribution of the impact of COVID-19 on the companies' respective operations, and the applicants would need time to work out what these impacts are and how to mitigate them. In short, Mr Moore submitted that the level of risk of material detriment to policyholders was such that the companies did not consider they should proceed at this time.
Mr Moore also requested, if I agreed to an adjournment of the application, that I indicate in any judgment I gave that I was minded to sanction the Scheme save for the operational issues which have arisen in light of the COVID-19. In other words, I should deal with the...
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Legal and General Assurance Society Ltd
...the successful migration of the business. I granted an adjournment for reasons set out in a short judgment dated 30 March 2020: see [2020] EWHC 756 (Ch). 15 The resumed hearing of the application took place on 13 and 14 August 2020 (the “August hearing”). In view of the number of people th......