FL-2022-000014 - [2025] EWHC 2631 (Ch)

As already noted, the first to sixth defendants are entities in the SoftBank Group, comprising the first defendant (“SBG”), its subsidiaries, affiliates and investment vehicles. At all relevant times, SBG was, through the second to sixth defendants, a significant indirect investor in and lender to both the Katerra Group and the Greensill Group.

SBG is a strategic investment holding company publicly listed on the Tokyo Stock Exchange.

SBG’s stated strategy is “to form a diverse group of companies with outstanding technologies and business models in specific fields”, and to encourage those companies “to form synergies to evolve and grow together”. SBG’s stated aim is to do this through investing in target companies through dedicated special purpose funds and vehicles, which include the second to sixth defendants (together, “the Vision Fund defendants”). The holdings in SBG’s investment portfolio include Vision Fund I (“SVF1”) and Vision Fund II (“SVF2”) (together “the Vision Funds”).

SVF1 consists of the fifth defendant, SoftBank Vision Fund LP, and its alternative investment vehicles. SVF2 consists of the sixth defendant, SoftBank Vision Fund II-2 LP, and its alternative investment vehicles. SBG was a limited partner in SVF1 along with other limited partners. SBG was the sole limited partner in SVF2. SBG was entitled to a capital return and distribution of gains from SVF1 after the payment out of preferred equity limited partners, and to unrestricted capital return and distribution of gains from SVF2. The general partners of SVF1 and SVF2 (respectively, SVF GP (Jersey) Limited and SVF II GP (Jersey) Limited) were wholly-owned subsidiaries of SBG.

The second to fourth defendants are companies incorporated in the Cayman Islands through which the Vision Funds make investments. Specifically: the second defendant, SVF II Abode (Cayman) Limited (“SVF II Abode”) is a company through which SVF2 makes investments; the third defendant, SVF Abode (Cayman) Limited (“SVF Abode”) is a company through which SVF1 makes investments; the fourth defendant, SVF Habitat (Cayman) Limited (“SVF Habitat”) is a company through which SVF1 makes investments.

SoftBank Investment Advisers (UK) Limited (“SBIA UK”) acted during the relevant times as manager of the Vision Funds. SBIA UK was entitled to management and performance fees from both of the Vision Funds. SB Investment Advisers (US) Inc. (“SBIA US”) provided investment sub-advisory services to SBIA UK. The two companies are collectively referred to below as “SBIA”.

During the relevant period, (i) Mr Masayoshi Son was SBG’s largest shareholder and also its Chairman and CEO. He continues to occupy those roles. (ii) Mr Rajeev Misra sat on the Board of SBG and acted as an Executive Vice President, and was CEO of SBIA and the Vision Funds. (iii) Mr Son and Mr Misra were identified on the Vision Funds’ dedicated websites as constituting their “Leadership”. (iv) Mr Saleh Romeih was a Managing Partner at SBIA UK. (v) Mr Son, Mr Romeih and Mr Misra together comprised the SBIA Investment Committee which was required to approve any investments by the Vision Funds. (vi) Mr Colin Fan was a Managing Partner of SBIA reporting to Mr Misra. (vii) Mr Tommy Cheung was the lead Partner at SBIA US for fintech and financial services orientated investments. He reported to Mr Fan. (viiii) Mr Tom Daula was SBIA’s Chief Risk Officer. (ix) Ms Hayley Chan was a Vice President working in the SBIA fintech investment team. She reported to Mr Cheung.

Mr Son remains SBG’s largest shareholder, Chairman and CEO. Mr Misra left his role as CEO of SBIA and the Vision Funds in November 2024 but remains employed by SB Investment Advisers (AD) Limited as a Senior Adviser to the Vision Funds.

The relevant entities in the SoftBank Group at the relevant times are shown in the following chart: