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

I turn then to the individuals in this group of defendants, taking them in the order in which I introduced their respective involvements at paragraph 274ff above, to set out my findings as to their knowledge or understanding at the time of their involvement as to whether the Solo (GSS) business involved or gave rise to fraud, as alleged by SKAT.

Mr Smith had a vague, general understanding that ‘div-arb’ trades might be structured with a view to a party seeking to take advantage of differences in tax regimes between different countries. In Solo Model trading relating to Danish shares, he saw himself as only ever acting as a matched principal for a fee, either when broking equity trades and futures at Novus, or when acting as a back-to-back stock lender. He understood that Solo was structuring trades with a view to facilitating tax refund claims made by or on behalf of the end buyers under the structure, and he understood them, and the short sellers involved, to be newly formed, minimally capitalised entities that could not have funded the purchase of the large share volumes traded. He also understood that Solo was using a settlement model or method that involved internally settling trades for matching volumes so that shares did not have to be brought in by the trading parties to achieve settlement. He realised this meant that the stock lending was being treated as the buyer’s source of funds and the seller’s source of stock to complete the equity purchase, and that the stock lending was, indirectly, lending by the buyer to the seller.

However, Mr Smith did not know how exactly Solo achieved that result. To his mind, that was something handled by the structurers and custodians (at Solo). He did not consider it relevant to his role to understand, nor did he in fact give thought to, whether the resulting tax refund claims would be valid under Danish tax law, or what was involved in the making of claims. He did not understand that SKAT was being given false information to mislead it into paying claims, nor did he decline to enquire about how the tax reclaims worked because of suspicion that that might be the case and a wish not to have that suspicion confirmed.

Mr Murphy understood that Novus, of which he was CEO and majority owner until May 2015, provided riskless matched principal brokering services to Solo. He believed Solo to be engaged (so far as material) in dividend tax arbitrage trading, the details of which were, as he saw things, not his concern, when his only involvement was through Novus, and something he left to Solo, trusting that they knew what they were doing, to the extent he became involved as a Solo Model short seller in 2015 and (in relation to Austrian shares) an equity buyer through a UK pension plan called Dhekelia on behalf of which Acupay made some tax refund claims which were not paid.

SKAT submitted that Mr Murphy “must have appreciated” that the Solo Model was structured around share-less settlement loops, “must have understood” that valid tax refund claims were not being generated, and “must have known” that the core representations alleged by SKAT were being made to it and were false. In my judgment, Mr Murphy did not need to know any such thing, I am sure he was never told any such thing (by Sanjay Shah or anyone else), and I find that he did not in fact have any such knowledge or understanding. He saw in the limited trading done by Dhekelia that Solo was organising trading so that an entity like Dhekelia, on behalf of which any tax refund claim would be submitted, could trade without bringing cash or shares into its account at Solo. But he did not know, was not told, and did not think it necessary to find out the mechanism by which Solo achieved that. He had a general understanding that any tax refund claim would be reclaiming tax withheld on dividends declared on shares, but did not know or try to find out how the reclaim process worked.

Mr Murphy was shown at trial to have behaved dishonestly in various ways in his business dealings connected, directly or indirectly, with Solo or Sanjay Shah personally. He participated in the Solo Model norm of false invoicing and in Mr Shah’s covert acquisition of effective control of Dero Bank, in connection with the latter of which he signed letters to the European Central Bank and BaFin falsely stating that he was acting independently and not in concert with anyone else in his share acquisition. He was dishonest with Mr Fletcher (and therefore, indirectly, with Mr Devonshire) about what he (Mr Murphy) had earned from Mr Fletcher’s introduction of USPFs to Solo. He gave false and misleading descriptions to Harneys (BVI), lawyers he instructed for the establishment of his Solo Model short sellers, as to the business envisaged for them, and then again (later) as to the business in fact conducted by them (telling Harneys several times in 2016 that they had not done any business at all, “absolutely NOTHING since inception”).

That dishonest behaviour is explicable without supposing Mr Murphy to have had any thought at the time that SKAT was or might be being tricked into paying tax refund claims by false statements made to it by the tax refund claim documentation. It did not persuade me that Mr Murphy had any such thought at the time.

I do not think it is necessary to add much in this Appendix to what I said about Messrs Oakley and Mitchell in paragraph 51ff of Appendix 6, above. Mr Oakley admitted in cross-examination to believing at the relevant time that for a tax refund claim there would need to be, as was put to him by Mr O’Leary for SKAT, “some kind of statement from Solo to be sent to [the Tax Agent] that could be sent on the tax authority” that “would need to have a record of [the refund claimant’s] trading”, “would need to show that [it] had acquired shares in the relevant company”, and that it had “received a dividend on those shares” which had been “net of tax …, such that there was an amount of excess withheld tax that [it] would be reclaiming”, all so as “to evidence to [the tax authority] that [it was] entitled to a refund of the withheld tax”. Mr Mitchell made broadly similar admissions when he was cross-examined the following day. I entertain real doubt whether either Mr Oakley or Mr Mitchell in fact thought that at the time; but if I found, upon their admissions, that they did, I would not have found that they understood at the time that SKAT was being told anything untrue.

Mr Körner engaged inadequately with the proceedings, even though he was represented by solicitors until 8 March 2024. He served a very short Defence settled by junior counsel in September 2022, but failed to respond to a Request for Further Information served by SKAT or give disclosure of documents, and then failed to comply with an order made in November 2022 requiring him to rectify those failures. On 5 December 2023, Mr Körner’s solicitors served a signed witness statement from him dated 10 November 2023 that did not contain a statement of truth or the confirmations of compliance required by paragraphs 4.1 and 4.3 of CPR PD57AC. By order dated 19 April 2024, Mr Körner was granted relief from sanctions and given permission to rely upon that statement at the Main Trial on condition that he file and serve by 4 pm on 26 April 2024 a final version with a statement of truth and certificate of compliance in terms set out in an Appendix to that order, with any changes that might be needed to enable Mr Körner to do that shown as tracked changes, and identifying either within the final statement or by accompanying list the documents he had referred to for the purpose of preparing the statement. The order stated in terms, for the avoidance of doubt, that if Mr Körner failed to comply with that condition, he would not have relief from sanctions or permission to rely on the statement and he would be debarred from calling any factual witness evidence at the Main Trial.

By a hearsay notice dated 7 February 2024, SKAT gave notice of intention to rely at trial on certain statements made in Mr Körner’s witness statement, highlighted in a copy of the statement served with the hearsay notice, on the basis that (as things then stood) Mr Körner did not have permission to rely on the statement. In the Körner Ds Annex to SKAT’s written closing submissions, it sought to rely on the contents of Mr Körner’s witness statement, against only the Körner Ds, pursuant to CPR 32.5(5), but asserted that it was not required “to accept the truth of everything Mr Koerner [said] in that (self-serving) witness statement, as distinct from those passages … which inculpate Mr Koerner and are consistent with the inferences to be drawn from other evidence in the case”. No authority was cited for that; and I consider it to be contrary to McPhilemy v Times Newspapers Ltd (No 2), [2000] 1 WLR 1732, as applied in Property Alliance Group Ltd v Royal Bank of Scotland plc [2018] EWCA Civ 355, [2018] 1 WLR 3529, at [170]-[173]. SKAT was seeking to put in evidence a written statement of a witness, prepared for the proceedings, knowing that his evidence conflicted to a substantial degree with the case SKAT was seeking to place before the court, on the basis that SKAT would say in the witness’s absence that a substantial part of that evidence should be disbelieved as untrue, the very thing that, in McPhilemy (at 1740B), Brooke LJ deprecated as contrary to principle.

The mischief of unfair cherry picking prevented by those authorities is well illustrated by SKAT’s desire in this case to rely on Mr Körner’s acceptance, in his witness statement, that “today it is clear that those trades and trading strategies are illegal. Full stop”, while inviting me to disbelieve and reject what is said in the same paragraph to the effect that, in his mind, the purpose of the trading was not “to steal taxpayers’ money and defraud the government”, and what is said earlier in the statement that he “never ever thought that I was involved or even part of a fraud scheme”. Reading the statement as a whole de bene esse, as I did to consider SKAT’s request to rely on parts of it, it does not support SKAT’s case against Mr Körner of knowing participation in a scheme to mislead SKAT by providing it with false information, or of conduct in relation to proceeds of Solo Model tax refund claims with knowledge or belief that they had been or may have been generated by fraud. In my judgment, it would not be fair to allow SKAT to make use of only some parts of what Mr Körner had said would be his evidence in chief, if he had been a witness at trial, in support of the case it sought to prove against him. I have therefore paid no regard to Mr Körner’s witness statement in making findings of fact about him and his understanding.

For that purpose, Mr Körner is properly to be treated as a defendant who chose not to give evidence, with the capacity that may have to allow adverse inferences to be drawn against him. Had he participated at trial (which he remained free to do notwithstanding that he was debarred from giving evidence), he could not have relied in argument on the witness statement that by his procedural default was not in evidence, to rebut any inference that it might otherwise be proper to draw. The approach to assessing SKAT’s case against him cannot be rendered more favourable to him by his decision not to participate.

SKAT submitted that it should be inferred that Mr Körner was told by Sanjay Shah or others at Solo, or realised for himself, that Solo Model trading used the share-less settlement loops that I have found it in fact used, that the purpose of the trading was to set up tax refund claims that would be made on behalf of the equity buyers, and then that “Mr Koerner also knew that such refund applications would necessarily involve the making of representations to SKAT to the effect that the [client] (a) owned shares in a Danish company; (b) was entitled to receive dividends and/or had received payments representing dividends on such shares; and (c) that tax had been withheld from such payments” (my emphasis). SKAT said there was an “inherent probability that any application for a refund of dividend withholding tax would require the person seeking the refund to state that (a) they had suffered a withholding of tax on a payment made to them; (b) the payment represented a dividend; and (c) they had received the dividend qua shareholder in a Danish company” (my emphasis again).

But the making of a tax refund claim to SKAT did not necessarily involve the making of any such representations, and there was no such inherent probability. In my judgment, SKAT had, at best, a case that Mr Körner must have thought that he was facilitating, and profiting from, the payment by SKAT of tax refund claims that might well be invalid claims, on what he knew about the underlying trading, because it was not looking into the underlying trading. But SKAT did not claim any duty of disclosure, or that in some other way the making or facilitating of tax refund claims not believing them to be valid claims, or even positively believing them to be not valid, gave it a cause of action.

Ms Bhudia engaged minimally with the proceedings. She pleaded a Defence but failed to give documentary disclosure, then ignored an order made in November 2022 requiring that failure to be rectified. She did not serve any trial witness statement and played no part in the Main Trial. There was evidence that Ms Bhudia took steps initially (in January 2014, liaising with Ms Spoto at Solo) for T&S to be a Solo Model stock lender, and that she agreed with Sanjay Shah to a reward for her participation, in the event as a forward counterparty, of 0.33% of the gross dividend amounts involved in the trades in which she was involved. In the light of that evidence, given Ms Bhudia’s background, albeit I had only very general evidence about it, and given her failure to offer any other explanation in evidence, I infer that she realised, when agreeing to act and when acting as forward counterparty, that she was providing share price hedges within structured cum-ex trades designed and coordinated by Solo. I think it also right to infer that Ms Bhudia appreciated that the purpose of and sole source of potential profit within those trades will have been the making of tax refund claims.

SKAT submitted that it should likewise be inferred that Ms Bhudia knew that tax refund claims generated by the trading coordinated by Solo would “necessarily involve” the making of representations to SKAT that the equity buyer on behalf of whom a tax refund claim was made “(a) owned shares in a Danish company; (b) was entitled to received dividends and/or had received payments representing dividends on such shares” and representations that “(c) tax had been withheld from such payments”. That would mean, SKAT said, that Ms Bhudia was aware of the substance of the core representations that SKAT had sought to set out in its unhelpful Restatement for closing (as to which see paragraph 460ff of the main body of this judgment). I have declined for good reason to consider claims founded upon that Restatement; and if, generously to SKAT, I treated the closing submission as instead referable to the pleaded case, then my conclusion would be similar to that stated for Mr Körner immediately above. SKAT was wrong in its submission that making a dividend tax refund claim to SKAT necessarily involved the making to SKAT of representations such as SKAT alleged. I do not infer appreciation by Ms Bhudia that essentially such representations would be or were being made to SKAT. Her failure to give disclosure or evidence does not, in my judgment, justify the leap that would be involved in drawing such an inference.

In my view, those failures would support, and I would draw, the inference that Ms Bhudia considered at the time that she was facilitating in some way the generation of tax refund claims that might well not be valid. But that is not the same at all as an appreciation that she was, or may have been, facilitating the commission of fraud against SKAT.

SKAT submitted that it was likely, and I should find as a fact, that Sanjay Shah explained to Ms Bhudia, or she worked out for herself, that her companies’ forward trades were part of structured cum-ex trades designed and coordinated by Solo which involved, or were likely to involve, self-balancing transaction loops settled without the acquisition by any party of any Danish shares. I do not consider that in order to participate as she did, Ms Bhudia must have had that explained to her or must have realised it for herself; and even taking into account her failure without any good reason to give disclosure or evidence, I am not persuaded to draw the inference sought by SKAT. I do not consider it more likely than not that Ms Bhudia was told or worked out anything more, as to the detail of how Solo was doing things, than that for her part, her stock lending (had that gone ahead) or her forward trades (as in fact executed) would always be back-to-back trades for a fee.

Through T&S, Ms Bhudia acquired Varengold Bank shares for Sanjay Shah. That included 146,397 shares (c.75% of the total shareholding acquired by T&S) purchased in T&S’s name, but ultimately for Mr Shah, in September 2015, from (directly or indirectly) Paul Mora, the individual behind Arunvill. That purchase was for c.€2.6m more than their value at the time and was, or was part of, the means by which Mr Shah settled an acrimonious dispute with Mr Mora about Mr Shah’s covert acquisition of control of Varengold.

T&S was also involved in what appear to have been transfers of funds between Sanjay Shah’s companies. Some of those may be explained as transfers initially intended to fund acquisitions of Varengold Bank shares by T&S that did not go ahead, but I do not think that arises as even a possible explanation for payments booked as loans of €3.5m from SCP to T&S and from T&S to Elysium Dubai in March 2015, repaid by payments of €3.56m from Elysium Dubai to T&S and from T&S to SCP in May 2015. SKAT submitted that as cash transfers to and from T&S without apparent commercial purpose, and given Ms Bhudia’s failure to give disclosure or evidence offering any other explanation for them, these should be inferred to have been payments “intended to assist in concealing the dissipation of the proceeds of the Solo Scheme” (i.e., in SKAT’s definition, a scheme to defraud SKAT). I consider that also a leap too far, quite apart from the fact that there was no real concealment, or dissipation for that matter.

Mr Devonshire pleaded and gave evidence that the opportunity mentioned to him by Mr Murphy, leading Mr Devonshire to put him in touch with Mr Fletcher, leading in turn to Sanjay Shah, accompanied by Mr Murphy, meeting Mr Fletcher and the Standard Credit Individuals in New York, was to introduce high net worth individuals in the US or UK who might be interested in investing at least £75,000 with the possibility of significant returns over a 3-4 year period. That, I think, bears no relation to anything that anyone with any knowledge of the Solo GSS business might have said, even allowing for the fact that whatever was said by Mr Murphy needed only to be, and so very probably was, minimal and very general. There was no £75,000, or other, minimum investment (a key feature of the Solo Model in fact being that no capital at all was required), the rewards for those who might be recruited were in the nature of fees for participating that would be earned, if participation was successful, in months, and certainly within a year, and the sole focus of the relevant recruitment exercise in which Mr Devonshire played his small part was on finding potential new US clients for Solo.

I therefore do not accept as reliable Mr Devonshire’s account of what he was told about the opportunity. At this remove, I do not consider it possible to say how the wires of his recollection have become so badly crossed about that. Mr Murphy gave no evidence of what he told Mr Devonshire about it, and Mr Goldsmith KC for SKAT did not ask him about that or put any case to him on it. When cross-examined by Ms McCann for the Shah Ds, Mr Murphy said that Sanjay Shah had asked him if he could introduce “US personnel, financial personnel, that could potentially set up pension plans”, and Mr Murphy made clear that what he meant by that was people in the US with experience in the financial industry. That seemed to me credible evidence, and I accept it. It explains why Mr Devonshire connected Mr Murphy to Mr Fletcher, his friend from childhood working at Standard Credit in New York. I consider it plausible that Mr Murphy might have told Mr Devonshire, in particular, that Sanjay Shah was looking for US-based financial professionals who might be able to set up pension plans, although it is equally plausible that he did not go even that far.

In my judgment, the only finding it is possible to make, on the balance of probabilities in something close to an evidential vacuum, is that Mr Devonshire was told, in substance, no more than that, through Mr Murphy, Sanjay Shah was looking to be introduced to “US financial personnel” (to use Mr Murphy’s label) to whom he (Mr Shah) might present an opportunity.

Mr Devonshire had some limited later involvement, liaising over the onboarding at Solo of some of those introduced by Mr Fletcher, and has a recollection of the relevant business being referred to at Novus as the ‘US Pension Funds Project’ (or similar), so I infer that he came to appreciate, even if I could not say he was told at the outset, that the business involved or related in some way to USPFs. I do not accept SKAT’s submission that this was further shown by the fact that Mr Devonshire also liaised with Solo (Ms Spoto in particular), at the suggestion of Mr Murphy, over his own (UK) pension fund, Equilibrium Pension Fund, possibly becoming a client of Solo’s. That came to nothing in the event, and I did not think there was any substantial basis for rejecting Mr Devonshire’s evidence that it did so without him learning any detail of what trading or investment might be done or offered if his fund had been signed up. It was not clear to me even that it would have been GSS cum-ex trading at all, let alone in Danish shares in particular, and SKAT put no case about it to Sanjay Shah or Mr Murphy that might have avoided having to guess in the absence of evidence.

I also reject SKAT’s submission that there was evidence justifying a finding that Sanjay Shah gave Mr Devonshire a basic outline of the GSS trading model. The submission relied on a clumsy over-interpretation of a passing reference to Mr Devonshire in Sanjay Shah’s written evidence. Mr Devonshire was clear, as was Mr Murphy, as was Sanjay Shah in his oral evidence, that Mr Devonshire had no dealings at all with Mr Shah. Mr Fletcher claimed a recollection of Mr Devonshire having met Sanjay Shah once, socially, in Dubai, when there with Mr Fletcher; but I was not persuaded that that was more likely to be reliable than Mr Devonshire’s recollection that he had never met Sanjay Shah at all.

I agree with Mr Jory KC’s submission, developed persuasively in his careful written closing, that SKAT’s case against Mr Devonshire of relevant knowledge or understanding such as might have resulted in some liability, if the deceit SKAT alleged had been practised upon it, depended entirely on “so-called inferences that … are in fact invitations to jump to conclusions … in a context of making findings of dishonesty where the burden of proof which SKAT has to discharge requires compelling evidence.” SKAT’s case against Mr Devonshire, in my view, was an attempt to make bricks without even the seeds that might be planted to grow crops to provide the straw.

In particular, I do not accept SKAT’s case that Mr Devonshire must have thought that the very large amounts that Mr Fletcher later secured for the two of them as an indirect consequence of the initial introduction of Mr Fletcher and his US colleagues to Sanjay Shah by Mr Murphy, following Mr Devonshire’s introduction of Mr Fletcher to Mr Murphy, were explicable only on the basis that Sanjay Shah or Solo was operating some kind of fraud. He saw himself as very lucky, but never had the thought that it might be luck that came on the back of some kind of dishonest scheme. Contrary to SKAT’s submission against him, in my view Mr Devonshire did not need at the time any better explanation for earning very large amounts when all he had done was introduce Mr Fletcher than that, so those large earnings demonstrated, he had been in the right place at the right time with the right contact to assist in what must have turned out to be a hugely profitable activity for (as he understood Solo to be) a successful FCA regulated hedge fund.

Nor did I consider there was any force in SKAT’s claim that because in April-May 2015 Mr Devonshire had a brief indirect involvement (that went nowhere in the event) in Syntax looking for FX counterparties to exchange anticipated very large DKK amounts described in an email as “funds coming from the Danish tax authorities as a refund”, it could be inferred that Mr Devonshire had a far greater knowledge at the time, and recollection now, of salient matters (viz. the nature and modus operandi of the GSS business) than he had, and has, on his account.

There were difficulties with Mr Devonshire’s disclosure, but I was not persuaded that he sought deliberately to withhold anything available to him to disclose, or that he ever took steps to render material unavailable in order to avoid giving disclosure of it or out of concern that it might be incriminating.

The process of invoicing fees payable to Mr Fletcher and Mr Devonshire, through corporate vehicles, or by them (to those whom Mr Fletcher had introduced to Solo, or corporate vehicles of theirs), adopted, or copied, Sanjay Shah’s obfuscatory methods. This was mostly, but not exclusively, Mr Fletcher, but I did not consider it justified the leaps to conclusions that SKAT’s case required.

Mr Devonshire, I am confident, did not at any material time know, believe, or suspect, that the Solo business to which, indirectly through Messrs Murphy and Fletcher, he had been involved in introducing US clients and from which he had earned handsomely, was built upon or made use of deceit by way of tricking SKAT through false statements into making payments.

Mr Fletcher was introduced to the Solo Model in July 2013, by Sanjay Shah at the meeting in New York arranged with Mr Murphy, who also attended as did Mr Fletcher’s colleagues from Standard Credit. It was presented as a dividend arbitrage trading opportunity that Solo had devised and structured, which it had been trading successfully, involving USPFs, so that Solo was willing to pay participation fees to individuals who could make USPFs available to Solo for the trading, to be conducted and organised for them by Roger Lehman in New York. SKAT submitted that Mr Fletcher professed such an “implausible level of ignorance or incuriosity about the transactions and trading model in which he had become involved” that I should disbelieve his account. Others might have interrogated the proposal more closely, but in my judgment Mr Fletcher’s account that he took the broad description at face value, and trusted Solo and Mr Lehman with the detail, was honest and credible. It did not occur to Mr Fletcher to think that he might be doing business with a fraudster rather than an honest, clever and sophisticated, regulated hedge fund.

I was not persuaded by the evidence and argument relied on by SKAT that Mr Fletcher appreciated at the time, or thought it a possibility, that no shares were ever acquired in the Solo Model trades. He had a general understanding as a broker that equity trades that settled were treated as having been effective on, or as from, the trade date. He became aware during his indirect participation in Solo Model trades that the USPFs bought equities on a leveraged basis and entered into price hedges and stock lending trades that were part of how Solo got the trades to work; but he did not understand, and was never told, the full mechanics. He appreciated that the Solo Model was built around the USPFs making tax refund claims based on an idea of beneficial ownership from the trade date. He did not see it as necessary to take Danish tax law advice, he saw himself as trusting that Solo knew what they were doing. He did not identify the business as risky, in reality, because he was reassured that Solo would ensure that the trades would always settle and anyway the transactional exposures were on the USPFs, not on him or his colleagues personally.

I find that Mr Fletcher did not work out from what he did know about the trading that Solo might in fact be settling the equity purchases without any shares ever being delivered, and would not have thought at the time (and does not believe now) that he ever agreed to such a share-less settlement method. I do not accept SKAT’s case that he thought that he was participating in, and had introduced others to, a system for making claims to SKAT for tax refunds where there was no entitlement. Nor in any event would that have sufficed for liability on the claims pleaded by SKAT, since the making of an invalid tax refund claim is not at all the same thing as, and need not involve, the procuring of payments from SKAT by deceit.

SKAT suggested, in effect, that it was unlikely that Mr Fletcher and the Standard Credit Individuals, a sizeable group of experienced financial market professionals, would have agreed to set up USPFs to participate in Solo Model trading without finding out how it worked in sufficient detail to make it obvious to them that it amounted to, or might amount to, a scheme to defraud SKAT. In my judgment, the far greater unlikelihood is that they might have been told or learned enough to make that obvious and yet all participated.

It is a basic problem with SKAT’s grand conspiracy theory that in my judgment it failed to overcome at trial that Sanjay Shah had no reason whatever to suppose that any of those in the US, like Mr Fletcher, the Standard Credit Individuals, or Mr Godson and those whom he introduced, would wish to have anything at all to do with the Solo Model if they thought it was a scheme for committing a fraud on SKAT. That supports my conclusion in relation to Sanjay Shah himself that, whatever else one might think or make of the tax reclaim business from which he made his fortune, he did not think it involved tricking SKAT by false representations into making payments. When it comes to those to whom the business was pitched for possible participation, now for instance Mr Fletcher:

Mr Fletcher’s disclosure was shown at trial to have been incomplete, in particular because he did not make proper efforts to retrieve emails from all addresses that he used or to which he had access at the time. But I was not persuaded that he had failed in that regard deliberately, so as to avoid giving disclosure, rather than through an inability to cope with the litigation.

Mr Godson, like Mr Fletcher, was primarily an introducer of financial market contacts of his in New York, to Solo, with a view to USPFs that they might be able to set up participating in Solo Model trading to be conducted for them by Mr Lehman, but also an indirect participant himself through his own USPFs. My findings in relation to Mr Godson’s knowledge and understanding are essentially the same too. In short, I accept his factual defence, encapsulated by him in the following single sentence, plus brief elaboration, in his written closing submissions: “Whilst I have learnt much about it in recent years, at the time I did not understand that the trades were ‘settled to zero’ or that there were possible concerns with representations made nor did I have any realistic way to have discovered this. Again, this was not ‘turning a blind eye’. The strategy appeared to be running smoothly and successfully and I did not feel there was any reason to be monitoring closely. I was simply leaving those who had the expertise to do their job.”

Like those who invest in good faith in what turns out to be a Ponzi scheme, some of whom after the fact may look back and wonder why it did not seem too good to be true at the time, if (contrary to my primary conclusions) Sanjay Shah was, through the Solo Model, running a scheme to defraud SKAT, the likes of Mr Fletcher and Mr Godson were, in truth, collateral victims, not collaborating joint tortfeasors. Of course, unlike the final victims of a Ponzi scheme fraud who lose their savings when the scheme collapses, Messrs Fletcher and Godson did not invest, so as to be at risk of losing, any significant sum in the business, and in fact received substantial payments for their assistance; but they had successful, well-paid careers, and good reputations, to lose if they took part in a fraud, and my assessment of them is that they would not have run that risk, even for the very substantial financial rewards in the event realised by them through the Solo Model.

Mr Jain submitted in one of his written closing submissions that his LabCos set out to engage in arbitrage trading to “lock in a profit on T-0”, i.e. the initial trade date, and that “it did not (immediately) matter to [the LabCos], how or when this irreversible trading gain was “monetized” (by way of trade processing in the back office and, as regards non-realized profits at some time in the future)”. In my judgment, that was essentially gibberish, in the context of this litigation. It perpetuated a myth that Mr Jain presented as fact in his witness statement (and, regrettably, Mr Fletcher and Mr Godson adopted in theirs too, adapted to the facts of their USPFs’ trading) that the motivation for the trading was to profit from the overall effect of the trade terms themselves. The only source for Mr Jain’s understanding at the time of what his Labuan activity would be was Sanjay Shah’s structurers at the time, Priyan Shah and Gerard O’Callaghan, who knew that any profit or loss generated from the trade terms, on paper, was supposed to be reversed by the inevitable and necessary unwind trades, and that if that was not achieved perfectly by the trade terms themselves, outturns would be adjusted after the fact to achieve it, because the entire and sole purpose of the trading was to generate a tax refund claim, and otherwise a flat outturn (nil profit, nil loss) for all concerned. It is impossible to suppose that that was not explained to Mr Jain as part of persuading him to relocate to Malaysia.

Mr Jain did his own trading for his LabCos, albeit (of course) that involved only saying yes to the trades he was invited to enter into, on the terms chosen by Solo. He was aware from doing so that his LabCos purchased on cum-ex terms, with a price hedge, and only settled their purchases by lending for cash collateral equal to their purchase commitment. I think it more probable than not, and therefore find, that he had those essential elements explained to him in advance, because he will have needed to understand the commitments (if any) his LabCos would be asked to take on when deciding whether to commit to the project.

I consider that a reasonably sophisticated person in Mr Jain’s position might have identified that Solo might be matching his LabCos (as buyer-lenders) with the same end counterparties (as seller-borrowers), so that at settlement, bearing in mind the LabCos had no funds of their own for their purchases and no shares for their stock loans, the LabCos were ultimately:

Such a person, if they identified that much, might have viewed the Solo Model as, in effect, a kind of sale and lease-back arrangement. I think it possible they might have identified as another explanation that Solo might be using (as was in fact the case) share-less settlement loops; but I consider it at least as likely that they would not have identified that as a possibility, if they had never been asked to agree to such a settlement method, and there is no evidence, nor was it put to Mr Jain by SKAT, that he had been asked to agree the method (as opposed, so SKAT alleged, to working out for himself that it was being used).

My assessment of Mr Jain, even bearing well in mind that his general lack of credibility extends to failures to be honest with the court in his evidence, is that he was nothing like sophisticated enough to have had any of those thoughts. I find that it did not occur to him that on each trade his LabCo would be and was, ultimately and indirectly, buying from and lending to the same counterparty. He contented himself with understanding and trusting that Solo had a tried and tested method that worked, so that his LabCos’ trades would settle and not fail. What that method was, and how as a result Solo enabled parties like his LabCos to trade without investment, was (in his mind) Solo’s concern and responsibility. The doggedness with which Mr Jain (with Messrs Godson and Fletcher) sought to insist, in the face of the full evidence now available as to Solo’s methodology, that shares were acquired so that the tax refund claims made to SKAT were based on “shares actually purchased by the relevant applicant before the Ex-date” and “dividends actually received” was not, in my judgment, a charade by way of litigation tactic, but evidence of genuine bemusement that it may not have been true.

Mr Jain ceased participation when he was alerted to the possibility that an anti-avoidance rule might be applied in Denmark from 1 May 2015, so as to deny tax effects to transactions that had no commercial purpose except the generation of a tax advantage. That confirms that Mr Jain appreciated at the time that his LabCos were participating in transactions of that kind. I do not accept that it goes any further so as to evidence, as SKAT argued, some belief or realisation that the tax refund claims generated by Solo Model trading were fraudulent. If anything, it speaks to an intention not to be part of anything that was not a lawful activity.

I accept SKAT’s submission on the evidence, and find, that at the time of his LabCos’ trading activities, and therefore prior to and at the time of tax refund claims being submitted on their behalf by Acupay, Mr Jain was familiar with the form and content of CANs issued by SCP and the other Solo Model custodians. He thought that in each case they would convey to SKAT, and intended them to convey to SKAT, that his LabCo to which the CAN had been issued owned the stated number of Danish shares when the dividend was declared, was entitled to the gross dividend stated and was entitled to a refund of the WHT amount stated under applicable DTT.

I do not accept, my concerns about his evidence notwithstanding, that Mr Jain knew at the time that those statements were untrue, or had no honest belief in their truth. He was not, in my judgment, reckless in the Derry v Peek sense of not caring whether the statements he thought were being made to SKAT were true or false.

I do not therefore lengthen this indication of my findings concerning Mr Jain by considering the impact, if any, on the liability in deceit alleged against him of the fact that the statements he thought were being made to SKAT are materially different to the representations pleaded. It is a non sequitur to say, as SKAT submitted, that thinking those statements were being made to SKAT means that Mr Jain understood the core representations, as pleaded, were being made. The impact of that mis-match may not have been a straightforward point.

That brings me finally, in this group of trial defendants, to Mr Preston. In his case, I think it is sufficient in the context of this Appendix to refer to what I said about him in paragraphs 30 to 32 of Appendix 6, above. I find that Mr Preston did not at the time know, believe or suspect that the business in which he was participating, through LabCos, was based on or involved the making of false statements to SKAT with a view to tricking it into making payments.

I have again not lengthened this part of this Appendix by considering the various other causes of action pursued by SKAT against these Other Solo Model Ds.

Messrs Knott and Hoogewerf joined Solo to undertake, and at Solo headed and developed, areas of business quite different from and separate to the GSS cum-ex business created by Solo Model activity relating to Denmark and other jurisdictions. In the case of Mr Knott, that was a CFD business focused on equities, he having run such a business at Cantor Fitzgerald from where he knew Ms Stratford. In the case of Mr Hoogewerf, that was an IDB business focused on equity derivatives, his career having been in that field at a number of firms of brokers in the City of London and from 2008 at Espirito Santo Investment Bank. SKAT alleged that Messrs Knott and Hoogewerf nonetheless each came to have a degree of involvement in, and knowledge or understanding of, the Solo Model trading in relation to Danish shares, sufficient to have a liability.

SKAT’s principal factual allegation against Messrs Knott and Hoogewerf concerned the agreement each of them reached with Sanjay Shah, via Ms Stratford, in May 2015, to be paid £2m (in the event denominated in Euros, so it became €2.76m). Sanjay Shah offered Ms Stratford that he would make those payments, and she negotiated them, alongside a payment for herself of £5m (in the event, paid as just over €7m). I do not accept SKAT’s imaginative case concerning those payments, the substance of which was that Sanjay Shah was paying, and these three senior executives were agreeing, hush money to protect Mr Shah’s guilty secret that Solo’s GSS business was in fact a huge fraud on SKAT (and other tax authorities).

I accept the evidence that Mr Knott and Mr Hoogewerf each gave that, as they understood what had been discussed and agreed orally between them and Ms Stratford on behalf of Sanjay Shah, the arrangement was for payments by way of forgivable loans, a familiar retention incentive method in the City. An email from Mr Tweddle, group Chief Risk Officer, to Ms Stratford dated 29 April 2015, with subject “Forgivable loans”, reported that he had done some research, that “We need to make it easy for the individuals concerned to say ‘yes’”, and that a loan agreement would be needed to give effect to such an arrangement as a way of paying a “retention bonus”, evidencing that it was Ms Stratford’s intent to propose, and negotiate for, such an arrangement.

At Sanjay Shah’s instance, but without protest from Mr Knott or Mr Hoogewerf, the arrangements were documented as loans from Mr Shah personally (for which he drew funds from Ganymede). The loan agreement in each case did not provide for the loan to be forgiven if the payee did not choose to leave Solo prior to an agreed date (which was the essential oral deal), and payment was made to a Euro account at Varengold Bank the payee had to open for the purpose. When Mr Knott and Mr Hoogewerf each later entered into a settlement agreement relating to the termination of their employment, no express reference was made to the £2m/€2.76m loan arrangement.

For his part, Sanjay Shah disputed that he proposed or agreed that the loans be forgivable, although his pleaded case was that the loans were repayable if Mr Knott or Mr Hoogewerf, respectively, left SCP, and so were incentives to remain, i.e. they were not outright loans; and there was no evidence at trial from Ms Stratford to contradict Messrs Knott and Hoogewerf’s evidence as to what at all events she proposed to and agreed with them. Were Mr Shah to pursue Mr Knott or Mr Hoogewerf for repayment, what is said in this judgment about the loan would be irrelevant, and I envisage that whether it was agreed orally that the loan would be forgivable, if so whether that affords any defence to a claim based on the written loan agreement, and in any event whether the later settlement agreement affords a defence, would all be in issue. It is not necessary for me to take a view on any of those questions. In particular, in my view Messrs Knott and Hoogewerf’s failure to object to the absence of an express term providing for loan forgiveness does not mean their evidence that they believed that to be the nature of their arrangement cannot be right. It is a factor to be weighed, but even taking it into account I was satisfied that they were telling the truth on a matter they could be expected to recall reliably.

Sanjay Shah’s decision to make these personal loans and to insist that they be paid to Varengold Bank accounts that the payees would have to open specially was peculiar, whatever the intention or agreement was as to forgivability. Furthermore, the amounts were very generous, particularly in the case of Mr Knott, who was not looking for any substantial improvement on his terms of remuneration at Solo or considering any possibility of going elsewhere. On their respective evidence, I concluded that Mr Knott identified at the time more so than did Mr Hoogewerf that this was an unusual way of going about things. In my judgment, however, neither of them felt there was anything improper about Mr Shah arranging things as he preferred, or that they should insist that the arrangement be documented differently. Mr Shah’s wish to do things his way appeared to them idiosyncratic, but did not suggest to them that Solo’s GSS business, with which they had had little involvement, was a fraud.

SKAT relied on the fact that the draft loan agreements, and some of the related correspondence, was sent to or from personal email addresses. But there were also emails relating to these payments on the company servers, negativing the suggestion by SKAT that there was an imperative of concealment about them.

Prior to joining Solo in November 2011, Mr Hoogewerf understood that div-arb existed as an area of trading strategies pursued by international banks, that some of those strategies sought to take advantage of reclaims on dividend income that might be available under tax treaties, and that some of the equity derivatives trades that the broking desks on which he had worked had booked may have been part of div-arb strategies. However, I find that he did not enquire about or research for himself how those strategies worked, and he neither had nor ever sought to acquire any knowledge or understanding of what was required for a successful dividend tax refund claim in any jurisdiction. There was no need for him to have any such knowledge or understanding.

When he joined Solo, Mr Hoogewerf had an understanding that it had a div-arb business; and he therefore envisaged that there might be a substantial flow of ‘internal’ equity derivatives business for the broking desk he would build up at Solo, generated by the hedge fund’s div-arb strategies. That did not require him to know or understand what those strategies were. SKAT’s submission to the contrary wrongly proposed that something more than a general awareness that price hedging derivatives were often used in div-arb strategies was required to identify that div-arb strategies were a potential source of business for an equity derivatives broking desk or to understand the derivative trades that might be proposed to such a desk by or on behalf of those running such strategies.

As he joined Solo, Mr Hoogewerf joked in an email to a former boss that he was now at “a Dubai based div arb trading fund looking to go legit with a London office”. I do not accept SKAT’s submission that this evidences an awareness or belief on Mr Hoogewerf’s part that Solo’s trading strategies were perceived to be illegitimate and that the London office was there to provide, as SKAT put it, “a veneer of respectability”. In my judgment, if thoughts of that kind had occurred to Mr Hoogewerf, he would not have wanted to have anything to do with Solo, and he would not have joined.

SKAT submitted that it was inherently likely that the Solo Model trading strategy would have been explained to Mr Hoogewerf whilst he was at Solo in sufficient detail for him to be able to identify that it involved, or might well involve, fraud against the tax authorities. That was speculative. There was no evidence of any such explanation being given to Mr Hoogewerf, or reason for any such explanation to have been given to him.

In late 2012, Mr Horn and Dipti Vyas liaised for a time with Daniel Redzsus, Mr Hoogewerf’s ‘right hand man’ on the equity derivatives broking desk, as to whether he had or might like to set up a USPF to trade on the Solo platform. Mr Redzsus did not have a suitable pension plan, had no real interest in the proposal, and did not get as far as finding out what sorts of business activities would be involved if he said yes. He had (I find) a single conversation with Mr Hoogewerf in December 2012, and in my judgment there is no reason to doubt Mr Hoogewerf’s evidence that it was a short conversation in which Mr Redzsus was looking for advice or reassurance about whether it would come across badly that he was saying no to an invitation by someone as senior as Mr Horn, with no discussion of the trading strategy that a Redzsus USPF might be being offered the chance to join.

Over two days in March 2013, Mr Hoogewerf’s broking desk at Solo was asked to execute some crossed single-stock futures trades that were in fact elements of the unwind phase of some Solo Model trades. This was an isolated instance. I find that it neither required nor in fact caused Mr Hoogewerf to become aware of the Solo Model trading structure. SKAT’s submission that these trades would have taught Mr Hoogewerf that Solo Model trading was circular and that there would be at least doubts as to whether such trading could give rise to valid tax reclaims was, in my judgment, unfounded. There was evidence, including in emails from Mr Hoogewerf relating to those March 2013 trades, that Mr Hoogewerf appreciated that the trades related to Solo’s GSS business and that there was an element of pre-planning or coordination to ensure that trades matched. It went no further than that, however, and that was not a reason for Mr Hoogewerf, or those working for him on the futures broking desk, to question or investigate the full trading structure of which the futures they were executing was evidently part.

Mr Hoogewerf became a director and CEO of West Point, the acquisition of which was agreed by Sanjay Shah in December 2012 and completed eventually in September 2013. Jason Browne and Rebecca Robson (who later moved to Labuan to be the trader for LabCos participating in Solo Model trading) moved to West Point from SCP (GSS). From April 2014, Ms Stratford on Sanjay Shah’s instructions had responsibility for a project to ‘white label’ GSS business into West Point. Mr Hoogewerf had limited involvement, which did not involve him learning the GSS business that would be done in the name of West Point under the white labelling arrangement. I agree with SKAT that Mr Hoogewerf must have known that the proposal was for West Point to provide custody and clearing services for GSS business, through sub-contracting with SCP to enable it to do so; and, as Mr Hoogewerf accepted, he was aware at the time that West Point required a variation of its permissions from the FCA for that.

I consider it surprising that Mr Hoogewerf, as CEO of West Point, did not take a closer interest in the business that the company would be fronting under the white labelling arrangement. But I accept his evidence that he did not do so. I accept that he may well have seen the proposal as no more than West Point fulfilling a back office function for transactions executed by SCP (GSS). I do not think he should have seen that as absolving him from responsibility for satisfying himself that the business was appropriate for West Point, which would have required him to understand what the business was. But as I have said, I accept his evidence that that was in fact his approach at the time. I agree with Mr Hoogewerf’s submission that the fact that he offered an indicative estimate of fee income for West Point from the activity is no real evidence to the contrary.

In early 2015, Mr Hoogewerf became a member of Telesto (which was an LLP). An email of his to Ms Spoto on 26 March 2015 evidences his understanding that what it was doing “all seems very STP”, i.e. straight through processing. I agree with his submission that his membership of Telesto does not provide any reason to infer any particular knowledge of the GSS business or how it worked.

There was therefore, to my mind, no substantial basis for finding, and I do not find, that Mr Hoogewerf understood how the GSS business, i.e. Solo Model cum-ex trading, worked, when it came to the discussions with Ms Stratford that led to the €2.76m loan payment. As I noted in the main body of this judgment (paragraph 211ff), SKAT suggested that an enquiry from a Wall Street Journal writer in December 2014, and Ms Stratford’s resulting consideration of the Hannes Snellman legal advice, lay behind those discussions, and, in substance, that the payment arrangements they generated amounted to bribery by Sanjay Shah to protect what all concerned appreciated was a business built upon fraud.

I considered that to be speculative. Its lack of substance is illustrated by the fact that the best SKAT could do, in support of a case that it should be inferred that the Wall Street Journal enquiry and Ms Stratford’s possible concerns, provoked by it, over the sufficiency of the legal advice the GSS team had obtained, were shared with Mr Hoogewerf, was rely on the fact that at the time Mr Hoogewerf and Ms Stratford worked on the same floor of the same office. Similarly, SKAT proposed, hopelessly, that it should be inferred in the absence of evidence that Mr Hoogewerf discussed those matters with Mr Khokhrai and Mr Bowler (at the time SCP’s Head of Compliance and CFO, respectively), because Mr Hoogewerf has some recollection of both men and they both also worked in the Exchange Square office. (Mr Hoogewerf sent an email to Mr Bowler when the end of his short tenure as CFO was announced, saying “Run like the wind my friend!” It reads far too much into a light-hearted, throwaway remark like that to treat it as evidence that Mr Hoogewerf thought he was involved in a business to defraud SKAT and other tax authorities.)

SKAT’s case against Mr Knott was vanishingly thin. It speculated without evidence that Ms Stratford may have discussed the Wall Street Journal approach and her consideration of the legal advice for the GSS business with Mr Knott, and criticised Mr Knott’s evidence because he did not feel able to say that was impossible, while at the same time making it clear he had no recollection of any such discussion. In my judgment, he was not being “evasive and equivocal” as SKAT contended; he was being careful and honest. There is no reason to suppose that Ms Stratford had any such discussion with him. As I did in the case of Mr Hoogewerf, I reject the idea that Mr Knott is likely to have discussed these matters with others who were involved in them (unlike Mr Knott himself), for example Mr Khokhrai or Mr Bowler, because they worked in the same Solo group office at Exchange Square.

Mr Knott became a director of Old Park Lane on 16 April 2015. I accept his evidence that he did so as a favour to Ms Stratford and that he has a recollection of it being because of an understanding that Old Park Lane needed to have two directors. I agree with SKAT that since Old Park Lane ceased being a plc, and was re-registered as an ordinary private company a few weeks later, there was no need then for Mr Knott to remain as a director. I do not accept that that casts doubt on the honesty of Mr Knott’s recollection, although it perhaps raises doubt as to its reliability. In any event, I do not accept that Mr Knott had knowledge or suspicion that SCP was perpetrating a fraud upon SKAT, or that Old Park Lane had any involvement in anything of that kind.

At about the same time, again at Ms Stratford’s request, Mr Knott agreed to become an FCA-registered approved person in a significant management function at SCP. He was by then the head of a significant business within SCP. I regard as entirely speculative SKAT’s suggestion that there was a further, or true, motive behind that appointment to lend an air of respectability to SCP (because of Mr Knott’s good name). The absurdity of that suggestion, as part of a case that this appointment evidences Mr Knott becoming aware of, conniving at, and then taking a large ‘hush money’ payment to keep quiet about, a massive fraud, appears to have been lost on SKAT; but it is not lost on the court.

SKAT noted that in December 2010, Sanjay Shah made contact with Mr Knott (then still at Cantor Fitzgerald) asking to know which custodian Cantor used for German equities, because Solo had a fund looking to open an account with a custodian such that the fund would be the holder of shares for the purpose of dividends. Given the timing, that had nothing to do with the Solo Model or its methodology; and in any event, it would have told Mr Knott nothing more than the unremarkable fact that Solo might have a fund investing in German equities, and (perhaps, although this is a stretch) he might have guessed, or Mr Shah might have told him if they spoke, that the fund was engaged in div-arb trading.

Mr Knott’s evidence, which I accept, was that Mr Shah “was just looking to form a relationship with a prime broker, I would probably just call the person who I interacted with on a daily basis, in this case Commerzbank, and perhaps just given them details for them to speak to each other”. Mr Knott obviously meant a simple exercise in introduction by passing on contact details. SKAT accepted that the evidence had the ring of truth about it, but submitted that it “leads to the inference that this interaction … did not match Mr Knott’s description of a ‘vanilla’ introduction request [and] involved at least a high-level discussion of the trading strategy.” There was no basis for that submission. What Mr Knott was describing was indeed a simple request for an introduction that Mr Knott probably accommodated, thinking no more of it.

After joining Solo, Mr Knott facilitated contact between Priyan Shah and others, at Solo, and a contact of Mr Knott’s called Bernard Tew, who had asked Mr Knott for an introduction to Sanjay Shah with a view to Mr Tew becoming a div-arb client of SCP. Some emails from Mr Tew to Mr Knott in November and early December 2014 indicated that he had executed tax arbitrage trades in relation to Danish shares, resulting in tax refund claims. It is a fair inference that Mr Knott at least assumed that Solo at all events felt comfortable considering that type of business. It did not need to go any further than that, and there was no evidence that it went any further than that, as regards Mr Knott’s awareness or understanding of what business Solo’s GSS division was actually doing. I reject SKAT’s case that some greater or detailed awareness or understanding on Mr Knott’s part is to be inferred from the interaction with Mr Tew.

Almost all of the Old Park Lane CANs submitted to SKAT in support of tax refund claims it paid pre-dated Mr Knott’s appointment as a director. The few that post-date that appointment were produced centrally for Old Park Lane by the GSS team. There was evidence, and I find, that Mr Knott became aware that (a) back office functions had been and were being conducted by or in the name of Old Park Lane to support SCP’s div-arb business, (b) those functions extended to the issuing of CANs by or in the name of Old Park Lane, and (c) 75% of the fee income charged by Old Park Lane to the clients on that business was passed to SCP. The information available to Mr Knott, if he had examined it to try to work out how SCP’s div-arb trades operated, might have caused him to identify that the USPF clients’ equity purchases were structured to settle with offsetting stock loan transactions, involving the same volume of shares, and cash amounts, coming in and going out. However, I find that Mr Knott did not interrogate the information for that purpose, and did not know that that is how the Solo Model operated. He did not investigate how the business worked because he did not consider he needed to do so, not because he was turning a blind eye to a thought he had that it might be unlawful, or dishonest, or designed to defraud the tax authorities.

Usha Shah married Sanjay Shah in 1999. She was not generally part of or involved in her husband’s business activities. However, SKAT alleged that she came to have involvement, and came to know or understand enough about the Solo Model trading, sufficient taken together to render her liable for conspiracy to deceive SKAT, for dishonest assistance or knowing receipt, and/or on the basis of unjust enrichment founded upon mistake induced by fraud.

In my judgment, SKAT’s claim that Mrs Shah conspired to deceive SKAT was very wide of the mark, and had no substance. She trusted her husband and to the extent that she was involved in his business at all, for example being appointed as a director to numerous companies and executing or approving documents in that capacity, she did as he directed. It did not occur to her that Solo’s primary business, responsible for what became her husband’s huge wealth, was or might be constructed around the practising of a fraud against SKAT and/or other tax authorities. Nor for that matter, I find, did she have any real idea of quite how wealthy as a family they had become. She realised that they were living what most would regard an extravagant lifestyle; but her evidence, which I accept, was that she only came to realise through this litigation just how wealthy they had become.

I do not believe Mrs Shah could have quantified, even in ‘ballpark terms’, what they were worth in 2015, at the height of her husband’s financial success. In the October 2021 television interview I mentioned at the outset (paragraph 2 of the main body of this judgment), Sanjay Shah said that he made in excess of €500 million from cum-ex trading. Taking that as a broad approximation only, it is consistent with the evidence at trial as to the scale of the Solo Model business and the profit-sharing arrangements under it. On that same broad and approximate basis, then, if the Shah family wealth in mid-2015 might have been (say) €600 million or so, I find that was wealth an order of magnitude greater than Mrs Shah realised at the time that they had.

SKAT relied on Mrs Shah’s complicity in what seem to have been dishonest practices on the inadequate basis, in substance, that she was told that was how things were done in Dubai. For example, her c.v. contained exaggerations or falsehoods, she signed an employment agreement with Elysium Dubai when not entitled to work under her UAE visa, as a way of getting personal bank accounts there to facilitate a bit more independence, and engaged staff to assist with the management of her son’s complex autism under essentially bogus employment contracts between them and Elysium Dubai to enable them to get employment visas to work in Dubai. It is unattractive that Mrs Shah did or approved of any of that, but in my judgment it did not render her account of a lack of relevant knowledge about Solo’s business any less credible, and it did not justify the drawing of an adverse inference that she was prepared to or did assist Solo or her husband to practise deceit upon SKAT.

I reject SKAT’s case that when Mrs Shah, as she did, signed or allowed her e-signature to be used for documents of various kinds, having been appointed as a director of a number of companies, she knew or at least suspected that her husband’s business, or elements of it, was “illegitimate and/or unlawful”. She did not, I find, fail to ask him questions or make her own enquiries about what kinds of trading Solo did, or more generally about how her husband’s businesses were making very large amounts of money, so as to avoid having suspicions of fraud or other dishonesty confirmed, or in any other way because of concerns that fraud or other dishonesty might be the basis of her husband’s success. She did not ask questions because she trusted her husband (and those that worked for him), and did not think there was any reason not to do so.

For completeness, I should make clear that in saying all of that, I have in mind, and accept, SKAT’s submission that Mrs Shah was not a naïve housewife. She was (and is) a capable, confident, intelligent person, who (in the UK) had set up and run a floristry business, working on that in the evenings and attending wedding fairs and trade shows to promote it, and (in Dubai) had planned and managed a major renovation of their main villa in The Palm Jumeirah, set up and managed the Autism Rocks Support Centre, and organised substantial fund-raising events, in each case with support but only limited involvement from her husband. She proved herself capable, after the fact, of taking on responsibility for day to day matters at the Elysium Group when Mr Shah was in custody in Dubai for a short period in May-June 2018 because of a cheque that bounced for a payment to a Dubai state-owned property company.

Those substantial personal and professional achievements are not inconsistent with and did not cause me otherwise to doubt Mrs Shah’s account of her lack of relevant knowledge about the Solo Model trading that gave rise to SKAT’s claims in the proceedings. She was aware, as she said in her evidence, that her husband’s success was built upon trading shares, and that Solo was known as a hedge fund, although she did not know what that meant or involved. She did not consider that she needed to know anything more than that, and (I find) did not in fact know anything relevant beyond it. SKAT’s reliance, in support of its case to the contrary, on Sanjay Shah’s statement when interviewed by SØIK (the Danish authority responsible for the criminal prosecutions relating to Solo’s activities) that his wife had no specific knowledge of the dividend trading or other business that Solo did, but “had a broad understanding about Ganymede’s and Solo’s business”, illustrates, with respect, the air of slight desperation about its attempts, in general, to establish its allegations against Mrs Shah.

The same is true of SKAT’s invitation to the court to leap from the fact that Mrs Shah was asked to sign, as director of Ganymede, approvals for bonuses to be paid to her husband of US$16 million in November 2014, £5.35 million in May 2015 and €8.1 million in June 2015, to a finding that, “Mrs Shah would have asked her husband why he was getting these very substantial bonuses from Ganymede [and] … he would have told her that the documents she was being asked to sign did not reflect the reality and that the ‘bonuses’ were a mere façade to move money from his business to his personal accounts”. Far more likely, and natural, but not consistent with SKAT’s conspiracy theory, is the thought that Mr Shah might have said, if explanation were needed or sought, that he was paying himself large bonuses because his businesses had had a very successful year.

Mrs Shah had three involvements, very late in the overall chronology, which cannot be dismissed without more on the basic grounds set out above:

By early November 2015, Mrs Shah was aware that fraud allegations had been made against her husband’s business, as a result of which SCP’s London office had been raided and assets were being frozen. It was not alleged that her actions, or her husband’s, relating to the 7 November 2015 ‘bonus’, the 3 February 2016 cash withdrawal, or the 30 March 2016 ‘bonus’, involved or caused a breach of any freezing order in any jurisdiction. As Mrs Shah accepted in evidence: she had not earned any bonuses; the AED10 million payment to her was directed by Sanjay Shah because of the risk that if it stayed in Elysium Dubai’s account it would get frozen; the AED2.5 million cash withdrawal was also directed by Sanjay Shah, and involved going to the bank with a suitcase to collect the cash, which made her feel awkward and uncomfortable, because Mr Shah had become concerned that Mrs Shah’s account at the bank might also be frozen, leaving her without funds for ordinary living expenses. Mrs Shah had no clear recollection about the AED1.58 million ‘bonus’, but I consider it a fair inference that she at least assumed, and may have been told by her husband, that the reason for it was essentially the same, i.e. to avoid the risk of losing access to funds if they got frozen as a consequence of the fraud allegations.

I regard it as unsurprising that Mrs Shah found the cash withdrawal episode uncomfortable, not least, as she said, because (at least as she perceived it at the time) it made everyone in the bank stare at her. Contrary to SKAT’s submission that it was not credible, I accept Mrs Shah’s evidence that at the time she considered that it was legitimate for Mr Shah to give her the AED10 million, and to get her to make the very large cash withdrawal, and consider that she would have felt the same about the AED1.58 million, because (essentially) it was all ultimately his money and she trusted him.

Had SKAT proved that these bonus payments (and/or the large cash withdrawal) involved breach of a constructive trust over the funds as held by Elysium Dubai prior to those payments, it would have been necessary to grapple with the question whether Mrs Shah’s state of mind rendered her liable to SKAT on the basis of dishonest assistance or knowing receipt, given that she knew there were allegations of fraud being made against her husband, did not think there would be any truth in them, but realised that the allegations, whether they proved to be true or not, might lead to asset freezes that the payments to her were designed to avoid. As it is, that liability issue does not arise, and I leave my findings of fact with that conclusion as to Mrs Shah’s understanding of matters at the time.

I touched on the substantial recoveries made to date by SKAT at the end of the main body of this judgment (paragraph 618ff). The total recovered to date, as shown by the recoveries spreadsheet prepared by SKAT and which I accepted as accurate, is DKK3,636,111,818.50 in cash, c.30% of its total loss claimed in these proceedings, plus 579,571 Varengold Bank shares. Had SKAT succeeded in a claim for damages at common law, equitable compensation, or restitution on the basis of unjust enrichment, I would have been guided by the recoveries spreadsheet so as either to determine the final (net) amounts for which any judgments could properly be entered (subject then, separately, to any questions of election between remedies that might arise), or at least to identify any specific question or questions that might need further attention to allow me to make such a determination (which is what happened with Syntax, leading to the revised version of the spreadsheet that allowed me to quantify the amount to be awarded under the default judgment (see paragraph 623 of the main body of this judgment)).