UT (Tax & Chancery) UT-2022-0000150 - [2024] UKUT 00254 (TCC)
Fecha: 10-Jul-2024
Mr Neilly
Mr Neilly
Mr Neilly first met Mr Kalaris in 2016, when Aberdeen (later “Abrdn”) was considering investing in Saranac. Mr Neilly said:
“When Abrdn indicated its willingness to consider an investment, I recall the professionalism, fairness and transparency of the documentation relating to the business constitution, shareholder agreement and shareholder protections.”
He continued:
“When I agreed to join the Board, initially as an investor representative, I was heartened by the quality and broad experience of the Board of Directors Tom had assembled, his desire for strong governance and challenge and his utmost respect for the regulatory environment in which the business would operate. Recruitment, customer proposition and the operating environment reflected Tom’s belief [that] clients would expect, as a minimum, strong business ethics, adherence to regulatory discipline, service excellence and a best-in-class operating environment to protect the assets which they were entrusting to the stewardship of Saranac.”
Mr Neilly concluded by saying that Mr Kalaris “is a person of great integrity” who can be relied upon to provide “honest advice and feedback no matter the situation”.
- Heading
- Introduction and Summary
- The Barclays references
- The Tribunal’s view
- Subsequently
- Legislation, case law and the Handbook
- The legislation and related case law
- The Handbook
- The Decision Notice
- Evidence
- The evidence on the capital raising issue
- Mr Beauchamp
- Mr Tinney
- Mr Perry
- Mr Mason
- Mr Biesinger
- Findings of fact
- Mr Kalaris
- Capital raising, GenVen and the Interviews
- The criminal proceedings
- Saranac
- The SWF initiative
- The economic situation
- The ASA
- The link between the ASA and the capital raising
- The text of the ASA
- The Prospectus
- The second capital raising and PCP
- The 2013 Interview
- What Mr Kalaris knew
- What the Authority knew
- What Mr Kalaris believed about the Authority’s knowledge
- Mr Kalaris’s responses relied on by the Authority
- Question 1: The “genesis of the agreement”
- Q1: The Authority’s position
- Who came up with the idea?
- The two paths
- Strategic relationship
- Unnecessary?
- The Tribunal’s findings
- Question 2: the purpose
- Q2: The Authority’s position
- Q2: Saranac’s position
- Q2: The Tribunal’s findings
- Question 3: the calculation
- Q3: The Authority’s position
- Q3: Saranac’s position
- Q3: The Tribunal’s findings
- Question 4: connection
- Q4: Saranac’s position
- Q4: The Tribunal’s findings
- Motive?
- Overall conclusion on the 2013 Interview
- THE 2014 INTERVIEW
- The culture at Barclays Wealth Americas
- The cultural audit
- The pre-meeting communications
- Briefing and the subsequent meetings
- Ms Hilgart
- The Cultural Workshop
- The Whistleblower email
- The Fed update
- The 2014 Interview
- The position of the parties
- Discussion and consideration
- The briefing on 30 March 2012
- The meeting on 5 April
- The meeting on 10 December 2012
- The weekend of 14-15 December 2012
- Overall findings
- OTHER FINDINGS
- The other evidence
- The Saranac assessment
- The personal references
- The capital raising and the GenVen Report
- Financial services experience
- Mr Kalaris’s approach to regulatory requirements in the past
- Compliance with restrictions
- Training
- The standing of the NEDs
- Mr Elliott
- Mr Neilly
- The Tribunal’s conclusion
- Conclusions