[2025] EWHC 2759 (Ch)

Fecha: 24-Oct-2025

Key factual findings

Key factual findings

81.

It is appropriate at this stage to set out my conclusions on some of the key factual issues in dispute.

82.

I have had the benefit of far fuller evidence from Mr Timol and of a far greater volume of documentation concerning his role over time and particularly from 2013 onwards. Therefore, it is right to start afresh, as I have been invited to, in considering Mr Timol’s role in light of this material.

83.

A critical area of contention between the parties was how much involvement Mr Timol had in relation in tax advice and his level of understanding of it.

84.

The Claimant’s case was that he had a significant involvement, reflecting his senior role in the business and interests as a shareholder of approximately 20%, and that this would include, for example:

(1)

reading counsel opinions on the tax products OneE offered;

(2)

reading and commenting on instructions to Counsel; and

(3)

reflecting this, a detailed understanding of the tax structure.

85.

Mr Timol on the other hand contended- in outline- that:

(1)

he did not read or comment on opinions or Counsel instructions;

(2)

had no passion for tax; and

(3)

therefore understood what he needed to know for his commercial role in the business about the tax structures promulgated by OneE but not more than that, and this would include the key features of the Nemaura structure that I found made it the product of confidential information.

86.

These general arguments must be tested in relation to the Nemaura structure specifically.

87.

In my judgment, the correct position lies somewhere between the two. On one hand, the Claimant’s case is put slightly too high, at least in some respects. I do not consider that Mr Timol routinely read Counsel’s opinions or read or routinely commented on the tax aspects of instructions to tax counsel in relation to OneE’s products for the following reasons:

(1)

There is very little documentary evidence of this. I deal below with what there is.

(2)

The dialogue with Mr Mullan over the Nemaura structure did not involve Mr Timol.

(3)

There were specialist tax advisers, particularly- in relation to Nemaura- Mr Johnson and Mr Slattery who could do this.

(4)

Mr Timol’s role lay on the commercial side of the business.

(5)

It was not necessary for him, or at least often not necessary for him, to understand the tax structures at the level of the technical detail set out in the opinions and instructions to counsel.

(6)

The occasions where Mr Timol is asked to comment are often situations where he is asked to deal with a commercial aspect of the structure, such as what Nemaura does.

(7)

It was clear from his cross-examination that Mr Johnson did not have first-hand evidence of Mr Timol routinely reading tax Counsel’s opinions or instructions to tax Counsel.

(8)

I also bear in mind that Mr Johnson explained in cross-examination that his search of his e-mail during the quantum stage of the proceedings that yielded the extra e-mails involving Mr Timol had been a search for material mentioning Mr Timol and that he would pass to his solicitors any e-mail mentioning Mr Timol. The flipside of that, as contended by Mr Timol, is that there may well have been further e-mails showing Mr Johnson and likely Mr Slattery engaged in technical tax work without the involvement of Mr Timol, underscoring the difference in their respective roles in the business.

88.

The one piece of evidence to the contrary is Mr Timol’s comments on the opinion of Counsel is when he comments on two questions posed by Mr Sherry in 2013 on the commercial elements of the structure among the range of questions posed by Mr Sherry. While Mr Hill sought to draw from this that he would have read all of the questions and therefore the opinion, and understood them, I consider the more plausible inference to be that he was directed to the commercial questions and dealt with them, for reasons (1)-(6) above.

89.

However, while I do accept that Mr Timol’s passion lay in business rather than tax law for its own sake, I consider that he puts his level of understanding and involvement with the tax treatment of the Nemaura structure far too low on the basis of the material now before me.

90.

I have also taken into account that each of the Defendants’ November 2022 disclosure statements, including Mr Timol’s, listed documents that included a number of Counsel opinions. However, given that- however unsatisfactory- such disclosure was effectively given through a collective process at the Defendants’ end, and I know that Mr Slattery and Mr Johnson routinely dealt with tax opinions, I do not consider that should cause me to conclude that Mr Timol routinely read, or commented on, them.

91.

It is helpful to recap the key elements of the Claimant’s structure that taken together made it confidential:

(1)

The engine of the structure was use of the R&D relief for payments to sub-contractors, which provided a significantly greater than 100% relief.

(2)

The use of the LLP in the structure.

(3)

The ability to use an unconnected subcontractor.

(4)

The fact that (on the tax analysis) the relief could be claimed as long as the sub-contractor used the payment for R&D purposes (rather than any more specific categories of payment).

(5)

The 181.25% relief that was generated putting together elements (1) to (4).

There was also the ability to use gearing in the structure to increase the % tax relief that could be claimed on the investment into it, reticent though Mr Corrigan was to use significant gearing given the danger of increased vulnerability that he perceived that posed to its robustness for tax purposes.

92.

I find that Mr Timol knew that the Nemaura structure contained each of these elements.

93.

I will now explain my findings on Mr Timol’s role in more detail.