[2025] EWHC 1460 (Fam)

The BX business comprises a series of companies fulfilling different functions, most of which are wholly owned subsidiaries of the holding company BH s.r.o.. The subsidiaries include BD, the previous owner of 45% of the G shares. In his Form E, the father said the following about the business: ‘[BH s.r.o. has invested in] a range of companies in the fields of technology, [], real estate and more’.

The father’s case is that BH s.r.o. is essentially his father’s company. He says in his Form E continuation sheet that his father ‘has successfully grown his business ‘BH s.r.o.’ and its subsidiaries throughout his career.

Despite the father’s claim that BH is the paternal grandfather’s company, the share register tells a different story. It shows that between 6 November 2017 (the date on which the company was first registered) and 18 March 2024, the company shares were held as follows: 50% by the father and 50% by BC Limited (an English company then wholly owned by the father). This encompassed the period when G was sold and most of the proceeds came to be held within the BX structure.

On 18 March 2024, there was a restructuring such that the shares, previously all held directly or indirectly by the father, came to be held as follows: 1% father; 1% BC Limited (father’s company); 94% paternal grandfather; 2% maternal grandmother; 2% father’s sister. On 15 April 2024, all of these shares were transferred to the T Trust.

There is no obvious reason for that restructuring to have taken place a month before the shares were transferred to the trust. In my judgement, that step was taken to help create the illusion that the T Trust was essentially a family trust, created by the paternal grandfather for the benefit of the family as a whole, and to conceal the reality which is that it was set up as a vehicle to hold wealth, as I find, substantially created by the father.

As I have already recorded, based on its most recent balance sheet, the holding company for the BX structure, appears to have net assets valued in the region of £100 million. While I broadly accept the father’s contention that to an extent the underlying assets within the structure may be illiquid, without proper disclosure from him I am unable to reach any firm conclusion about this. In circumstances where the business received a very substantial cash injection in 2022 and has also had other assets transferred into it by the father (albeit by way of loan), I am confident that there is more than sufficient liquidity within the business to enable funds easily to be raised to meet the mother’s claims at their highest. I shall consider separately the father’s ability to do so, now that the assets are held in trust.

The father previously owned property assets. These too, he says, have been transferred by him to companies within the BX business for no consideration other than ‘receivables’.

Notwithstanding the father’s huge financial contribution to the BX business, he claims that his status within the business is that of a mere employee of a company called BX Services s.r.o., which sits underneath the holding company within the structure.

To corroborate his status as an employee the father has produced a contract of employment dated 28 February 2019 signed by him and by his father on behalf of the company. The contract cross-refers to an earlier employment contract dated 28 November 2005 which I have not seen. The contract is unspecific as to the father’s remuneration. It provides that he is entitled to a monthly wage which has ‘an entitlement and a variable wage component’. The amount of the entitlement component is determined by ‘the current wage assessment’. The variable component is in the nature of a bonus as depends upon ‘the favourable economic results of the Employer’. The contract is clearly sufficiently flexible to enable sizeable payments to be made to the father in his capacity as an employee.

On any view, the father plays a critical role in the BX business. In an attempt to obtain an adjournment of the final hearing, the father produced a letter from his employer communicating that he was being refused a leave of absence to attend court (I note in passing that under the terms of his contract he has an entitlement to five weeks leave per annum). The letter set out the requirement of the business to fulfil key strategic objectives:

Despite characterising his role thus, in a more recent letter dated 22 April 2025 – purportedly sent in the light of my refusal to grant an adjournment – the company wrote to say that it had demoted the father by relieving him of his managerial duties reassigning him to a less critical role as an ‘Administrative Worker’, with a corresponding reduction in his salary. I regret to say that I find this letter to be a complete charade, designed to put pressure on the mother into settling the litigation on unfavourable terms. It is simply inconceivable that the company would treat the father in this way given the critical role he plays in the business, the extent of his financial contributions to the business and the close relationship he enjoys with his own father and other members of the family involved in the business.

I have seen an organogram which sets out the BX corporate structure, although it is not up to date and likely now to be inaccurate. The extract from the Commercial Register in relation to the holding company, BH, contains a note that on 8 November 2024 a new company called BO was established and ‘part of’ the assets of BH were transferred to this new company. I do not have any information about BO.

It is the father’s case that the money which he personally loaned to companies within the BX structure resulted in him having ‘receivables’ from the companies in question. I assume from this the sums he provided were recorded as loans owed to him by the companies. He produced with his Form E a series of loan agreements in relation to these payments (these are mainly in Czech and so I have not been able to read them). He produced four loan agreements in respect of loans made to a company called C3 in the total sum of €2,760,000 which contain a clause requiring repayment of the loans by dates in April 2023 (a year after the loans were made).