Lush in legal dispute with former CEO over shares transfer

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Investment firm Silverwood Brands, headed by former Lush chief executive Andrew Gerrie, has accused the cosmetics retailer of failing to acknowledge a 19.8% transfer of shares.

In December 2022, Silverwood announced that it would be acquiring a 19.8% stake in Lush Cosmetics and Cosmetics Warriors for a total of £216.8m payable in Silverwood shares.

The investment firm said Lush declined to record the transfer of shares to its subsidiary, Cosmic Circles, and provided no reason for doing so.

Silverwood said: “The company believes the transfers complied with Lush’s articles of association and therefore it believes Lush’s actions have no merit.

“Together with its legal advisers, Silverwood will seek to engage with Lush and its solicitors to resolve the current situation. However, the company will explore all options available to it to protect its interests for the benefit of its shareholders as a whole.”

Lush said the transfer of shares carried out by Gerrie was “not compliant with its article of association”, leaving it with no choice but to decline the record of transfer.

The handmade cosmetics retailer added: “The company’s regulations contain specific criteria that must be met when a shareholder sells their shares.

“Under UK law, the board of directors has a clear duty to ensure that all these regulations are complied with at all times.

“After careful consideration, the board of Lush concluded that the proposed sale of shares by Andrew Gerrie and [his wife] Alison Hawksley to another company was not compliant with these regulations. The board, therefore, had no choice but to refuse to record a transfer of their shares.”