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

Fecha: 02-Oct-2025

There was something of the Red Queen about Mr Klar and his thinking. In “ Through the Looking Glass ”, the Red Queen responds to Alice’s insistence that “ one can’t believe impossible things ” with th

226.

There was something of the Red Queen about Mr Klar and his thinking. In “Through the Looking Glass”, the Red Queen responds to Alice’s insistence that “one can’t believe impossible things” with the memorable riposte, “I daresay you haven’t had much practice … . When I was younger, I always did it for half an hour a day. Why, sometimes I’ve believed as many as six impossible things before breakfast.” On his account, Mr Klar at the time believed, although he was not a lawyer and had never taken or seen legal advice to the effect of any of these propositions, that:

(i)

a buyer became a ‘beneficial owner’ of Danish shares by contracting to buy shares even if the seller was short at all times and never transferred any shareholding to the buyer;

(ii)

the ‘market claim’ payment (as he would label it), i.e. the dividend compensation payment, by the short seller to the buyer in such a trade would be recorded in the buyer’s accounts as income earned in the gross dividend amount and a tax liability incurred;

(iii)

as a result, at least in theory, there could be tax refund entitlements in excess of the total tax levied on a declared dividend, as a “by-product of the way that the equity markets have been constructed”, even though he understood that what counted as a tax liability or a tax refund liability would be a matter of local tax law (here, Danish tax law), not a matter of market practices or understandings.

227.

As well as having put forward a materially false account in his Defence and witness statement (with each of which Mr Klar’s candid oral evidence stood in marked contrast), Mr Klar participated in the collateral dishonesty of written agreements and invoicing that presented falsely the nature of his companies’ earnings, and also engaged in a specific fraud upon Global Fidelity Bank to enable himself to get an account opened there for Salgado, in which he created fake registers of shareholders and directors so as to present himself as the sole shareholder and director of Salgado. He made copies of these documents, got them notarised and then presented the notarised copies to Global Fidelity Bank as part of its account opening procedures.