Company – Shares. The claimants' claim and the defendant company's counterclaim both failed, in a dispute concerning the selling of the entire shareholding in the defendant to another company. The Commercial Court held that, on the evidence, an agreement had been made in February 2013, by which the defendant had agreed to pay the claimants £3,135,816. Further, the Companies Act 2006 had not been contravened by an agreement of 2011 that the defendant would be responsible for all tax liabilities and associated costs that the claimants might incur as a consequence of the sale and that it would have no right of recourse.