CL-2018-000297, CL-2018-000404, CL-2018-000590, - [2025] EWHC 2364 (Comm)

The Solo custodians (SCP throughout, Old Park Lane from August 2014, Telesto and West Point from February 2015) were FCA regulated entities within Sanjay Shah’s Solo Group. There were three key Solo entities:

A fourth entity that featured heavily is Ganymede, incorporated in the Cayman Islands on 16 June 2010. At all times it formed part of the Elysium Group wholly owned by Sanjay Shah. Ganymede was not party to the Solo Model trading itself, but Sanjay Shah arranged for it to be the principal effective beneficiary of the proceeds generated by it, paid by SKAT. Ganymede was, in substance, a simple corporate incarnation of Sanjay Shah. The business concept was that Sanjay Shah, acting as and for Ganymede, was gatekeeper giving access to the GSS business to USPFs (and, later, LabCos) so they could trade with a view to profiting from tax refund claims made by Tax Agents on their behalf, and to the brokers and trading counterparties (short sellers, stock lenders and (from 2013) forwards counterparties) who would indirectly take a small share of that profit.

In the case of the brokers and trading counterparties, I find, their fees per transaction were not, as agreed by them, expressly conditional upon the success of a tax reclaim generated by the transaction. However, the practical reality was that the only source of funds from which they might be paid would be tax reclaims, if successful, and they were in fact paid as part of a coordinated exercise, under Sanjay Shah’s ultimate direction, of accounting for the proceeds of successful tax reclaims amongst the various parties involved.

SCP charged proportionately modest fees for its role, amounting to a tiny fraction of the amounts paid out by SKAT. The main price for the USPFs’ (and LabCos’) access to the GSS trading platform was agreement that the lion’s share of any successful tax refund claims made on their behalf would go to Ganymede. That gave Sanjay Shah effective control over what was done with that lion’s share of what SKAT paid out, including over who else might take a portion of it or benefit from it in some other way.

Reflecting the elements involved in the Solo Model trading, as described in Appendix 3, there were different categories of individuals playing various roles that, when they were all put together, made the Solo Model possible.

Firstly, there were individuals involved in designing, structuring, or coordinating the execution of Solo Model trading. They included, amongst the trial defendants, Sanjay Shah, the DWF Ds when at Solo, i.e. until March 2013 (Rajen Shah), June 2013 (Mr Horn), and September 2013 (Mr Dhorajiwala), Mr Bains (until August 2014), and Mr Patterson (after he joined Solo in 2013). Members of the GSS team, which was managed initially by Mr Horn and then by Mr Dhorajiwala, until their respective departures, and by Omar Arti from 2014, were necessarily involved in the execution of Solo Model trading. Such individuals included Adam Forsyth, Martin Ward, Jessica Spoto, Nirav Patel, Biljit Johal, Claudia Sidoli and Jason Browne.

Secondly, there were principals behind the USPFs and LabCos that traded as buyers and on behalf of whom tax refund claims were submitted to SKAT. There were many such principals, but they included (from the trial defendants) Messrs Godson, Fletcher, Jain and Preston. Other principals of USPFs and LabCos involved in Solo Model trading have been a major target of SKAT’s related proceedings in the US and Malaysia, respectively.

Thirdly, there were principals behind the short sellers. They included, from the trial defendants, Messrs Oakley, Mitchell, Körner and Murphy. Sanjay Shah introduced all four of them to GSS, as indeed he introduced most of those behind short sellers who participated in Solo Model trading, as ex-Solo employees or friends or associates of his. The exceptions were Paul Warner, who owned short sellers called Ceptorbay, Encorelite, Oakholley and Rhaltall, and the individuals behind short sellers called Aronex, Miralty, Wicklow and CFS Group (namely Rajiv Kumar, Satyendra Singh, Bijaya Swain and Jonathan Walton), although the trader for those short sellers, Richard Mills, was known to Sanjay Shah.

Examples of the connections leading to short seller introductions are as follows:

Fourthly, there were principals behind the stock lenders, including Messrs Smith, Klar and Körner from the trial defendants. All were known to Sanjay Shah and became GSS clients at his suggestion. They were friends/family (Bhupendra Mistry, a friend and IT consultant to the Solo group, married to a cousin of Sanjay Shah; Nailesh Teraiya, a friend of Sanjay Shah who was also Mr Dhorajiwala’s brother in law and later incorporated Indigo, one of the custodians in the Maple Point Model 2014), friends/business contacts (Messrs Smith and Körner), a former senior Solo employee who had been part of the initial discussions that culminated in the Solo Model (Mr Klar), and a relative of a former Solo employee (Pratul Shah, a retired accountant whose daughter worked for Sanjay Shah in Dubai).

Fifthly, there were principals behind the forward counterparties involved in the Solo Model for 2014 and 2015, including Mr Klar (again) and Ms Bhudia from the trial defendants. Again, all such principals were known to Sanjay Shah and were GSS clients at his suggestion. They were former Solo employees (Mr Klar and Rebecca Robson (involved as a forward counterparty only for 2015)), or friends of his (Ms Bhudia and Dai Griffiths) or of a Solo employee (Steven North, introduced to Sanjay Shah by Michael Smyth when at Solo, Mr Smyth later leaving Solo to set up LabCos for Solo Model 2014/2015 trading).

Sixthly, there were individuals who acted as traders for parties in the Solo Model trading, including current or former Solo employees Roger Lehman (who acted as authorised representative for 48 USPFs, including those of Mr Godson and Mr Fletcher), Rebecca Robson (who traded for LabCos connected to Mr Preston and others in 2014), and Jaiganesh Sethuraman (who traded for Mr Klar’s forward counterparties from February 2014).

Seventhly, there were the brokers involved in the Solo Model trades, some of whom were entities of Sanjay Shah’s friends or business contacts (e.g. Novus, Bastion, Mako, Sunrise, and FGC).

Eighthly, and finally, there were introducers, to Solo/GSS, of USPFs who went on to participate in Solo Model trades, including (from the trial defendants) Messrs Godson, Murphy, Fletcher, and Devonshire (although in the case of Mr Devonshire, his only direct introduction was of Mr Fletcher, to Mr Murphy, following which Mr Fletcher, and others introduced by him, became involved in Solo Model trades).