About
Jonathan is a partner and solicitor-advocate in Freshfields' dispute resolution practice in London. He acts for listed and private corporates, private capital sponsors, and institutional and private individual investors across a range of sectors in resolving the corporate and commercial disputes that matter most to them.
Jonathan's practice spans the full spectrum of high-stakes corporate and commercial disputes, with particular experience of:
- M&A disputes: post-closing adjustments, warranty claims, indemnity insurance claims, earn-out and other deferred consideration disputes.
- Shareholder & joint venture disputes: disputes between shareholders and partners, governance and control disputes, unfair prejudice petitions (s.994 UK Companies Act), derivative actions, exit disputes including call/put option price disputes.
- Commercial litigation and civil fraud: high value contract claims, licensing disputes, civil fraud claims, urgent asset preservation and freezing injunctions.
Jonathan acts in English High Court litigation (Commercial Court and Chancery Division), commercial arbitration (including LCIA and ICC), as well as in mediation and other early-stage resolution processes. He regularly provides strategic advice on pre-empting and navigating disputes during live transactions and in relation to ongoing commercial relationships.
A former judicial assistant in the High Court, with experience of appeals to the Court of Appeal and Supreme Court and references to the Court of Justice of the EU, Jonathan brings technical and strategic insight to complex domestic and cross-border litigation. Having successfully litigated international multi-party disputes with values in excess of US$1bn, he...
Capabilities
VCARD
Selected experience – corporate and commercial disputes
Advising and acting for:
- A private investor as claimant in an LCIA arbitration leading to the successful determination and enforcement of his earn-out rights arising from his sale of an interest in assets in the ultra-luxury hospitality sector.
- An English listed parent of a bank in its complete disposal of claims (originally valued at US$994) brought against in the English Commercial Court.
- A FTSE 100 company in the successful resolution of claims of fraudulent misrepresentation brought against it in the English Chancery Court.
- A FTSE 100 company on the favourable settlement of post-acquisition liabilities of a Target subsidiary including a c.US$1bn judgment issued by a US court.
- A leading US-based data and technology business in relation to the successful resolution of multiple claims by business customers and other counterparties.
- An emerging life sciences company in the successful resolution of a licensing royalties dispute with a global generics manufacturer
- A leading life sciences company in a dispute in relation to its exercise of a share call option over interests in a joint venture.
- A global consumer business in disputes with a number of other global consumer businesses which arose from a series of high-value M&A transactions. These disputes have involved multiple sets of court proceedings (in the Commercial Court and Chancery Division), ICC arbitrations and successful settlements of these proceedings, including through mediation.
- A sovereign state in successfully resisting, including on grounds of sovereign immunity, an application for execution relief in respect of debts owed under a an ICSID Award and English judgment issued under Section 66 of the Arbitration Act 1996.
- A FTSE 250 company in relation to threatened shareholder derivative claims.
- Advising multiple investors and companies in respect of shareholder disputes including derivative claims and unfair prejudice petitions.
Selected experience – international sanctions
Advising:
- Leading private capital investors on compliance with sanctions, export controls, anti-bribery and anti-money laundering compliance in connection with portfolio investments and exit, including in respect of post-acquisition integration plans and portfolio company risk mitigation.
- Advising a range of clients across sectors on sanctions issues arising in a contractual context (inclusions issues of force majeure, material adverse event/effect, frustration and termination) and related strategic management of regulatory and civil litigation risks.
- Providing sanctions compliance and strategic advice to senior managing directors at Teneo, the professional services firm, in respect of the liquidation of the GTLK aircraft leasing business (the largest liquidation in the history of the Irish state) including in bespoke engagement with the UK and other sanctions enforcement agencies around the world.
- Advising lenders and borrowers on sanctions, export controls, anti-bribery and anti-money laundering compliance in connection with debt finance arrangements.
- Advising leading global corporates on their review and implementation of sanctions compliance programs worldwide and strategic responses to the war in Ukraine.
- Providing strategic horizon-scanning advice to clients in respect of current and future potential sanctions risks and related mitigation options for their global businesses.
Jonathan Kelly
100 Bishopsgate
London EC2P 2SR