HT-2022-000132 - [2025] EWHC 1058 (TCC)

This is a further document where partial privilege is asserted in respect of comments made by Samina Khan. The document is entitled “4NLC Clarification Meeting: [Applicant 6].” The document contains a number of comments in boxes and other amendments. It was first reviewed in December 2024 before Ms Khan was identified as a lawyer. The document was not escalated on grounds of privilege but comment SK2 was reviewed by Mr Bryant who did not, as a result, even suspect that it was a privileged document. It appears that it is this comment only over which privilege is asserted.

The comment appears in the context of passages about compliance with the UK Corporate Governance Code 2018. The passages note that the GC reminded the applicant that compliance with the Code was a Licence requirement; that there were a few areas that appeared non-compliant; and that, although there was some flexibility, the applicant had to provide a rationale for perceived inconsistencies. The next paragraph then said that the GC had stated that it was for the applicant to consider compatibility and what solutions it proposed in the event that strict compliance was not practicable. The comment is that [REDACTED].

I am in agreement with Mr Bryant that there is nothing in this which ought to have alerted a reviewer to the fact that this was privileged advice that had been inadvertently disclosed. The context is an internal document being reviewed by a number of people and not one on which legal advice is being sought or obviously given. Passages appear in the document which address how the GC dealt with non-compliance with the Code in the case of this applicant. No privilege is asserted over these passages, not could it be. The comment [REDACTED]. The fact that [REDACTED] adds nothing and is no indicator of legal advice.