[2025] EWHC 2759 (Ch)

This is a retrial so Mr Timol’s liability is to be considered from scratch, subject to the elements of the 2023 Judgment that it is common ground should stand. Nevertheless, it is sensible to record for good order how I dealt with the issue at the original trial.

I dealt with Mr Timol’s liability at [279]-[283].

The Claimant contended at the original liability trial that, while not as blameworthy as the other Defendants, Mr Timol was still liable: [279], relying among other things on the fact that he was on the board of OneE Group, one of the two most senior people in the group, along with Mr Ismail, and had attended the 4 February 2014 meeting.

I found that while his expertise was commercial rather than legal, he would have understood in broad terms what the structure being put forward by Mr Corrigan was: [279]. Mr Timol accepted in evidence that he would have been part of the team of people who people who would decide whether a particular product would be offered, so I considered that he would have been involved in signing off the decision to implement and market the Nemaura Structure: [279]. I considered that he would not have needed to sign off the work done from May 2014 to obtain Counsel’s opinion. Rather, he would have had had brought to him potential projects, they would have been explained to him in very broad terms, and he would have wished to check that those bringing them to him were satisfied that they were robust.

Importantly, turning to what he would have been told about the Nemaura structure when signing it off, I accepted his evidence that the way that it would have been put to him was “it is technically viable, it works as per the legislation and it is something that would pass muster”. Therefore, I did not consider that he would have gone any further than that, for example into how the structure worked from a tax perspective. I considered this tallied with the proposition put to him by Mr Hill in cross-examination, he would not previously have got into the detail of how Nemaura was claiming R&D relief previously: [280].

I therefore held, in what the Court of Appeal concluded was the critical passage, that he would not have concerned himself with the way that it worked from a tax perspective as long as it was considered robust by those with tax expertise in OneE. Therefore, he did not misuse confidential information in signing off the structure, and I did not consider that he should have probed the details of the tax treatment or how they had been arrived at given his role on the commercial side: [281].