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

Overall, in my judgment Mr Bains has become, and presented as, compromised. SCP’s principal business under Mr Bains’ stewardship as Head of Legal, the Solo Model trading, was founded upon two basic premises that I would expect a qualified lawyer instinctively to think at least doubtful, namely that (a) DVP share transfer obligations could be performed by self-fulfilling settlement loops constructed amongst parties none of whom ever had or had access to any shares to deliver or funds with which to pay for them, and (b) a buyer who thus never at any time acquired any shares or, therefore, any right to a dividend, might be entitled (if tax advantaged) to a dividend tax refund. SCP could have done with an independent-minded, serious and impartial Head of Legal, to raise that doubt, and to query and (if necessary) challenge GSS as a business unit as to what they were doing and why they thought it worked or might work. I do not think Mr Bains was that person. That is so whether or not the GSS business resulted in the deceit SKAT alleged, or Mr Bains should have realised as much, which are different questions. In particular, the fact that, as I have concluded, the Solo Model trading indeed did not generate valid tax refund entitlements, does not prove fraud, let alone that Mr Bains identified any fraud at the time.

My assessment was that Mr Bains knows that he did not test the business as he should have tested it, and his evidence was heavily influenced by a strong desire to deflect possible blame away from himself and by a wrong-headed sense of grievance that he is a co-defendant in this civil litigation having not been made the subject of criminal proceedings in Denmark after he was part of the whistle being blown on Solo’s activities in the summer of 2015.