UT (Tax & Chancery) UT-2022-000134 UT-2022-000135 UT-2022-000137 - [2025] UKUT 00214 (TCC)

Mr George submitted that the Authority’s case is that the Traders’ true purpose when placing the Large Orders was to facilitate the execution of the Small Orders on the opposite side of the book, rather than to execute the Large Orders. This argument can only succeed, he submitted, if it can be shown that the Traders hoped or believed that the Large Orders would in fact facilitate the execution of the Small Orders – if they did not have any such understanding, then there would be no rationale for placing any of the Large Orders unless they intended to trade them.

We have concluded that the Large Orders were each likely to give the impression or signal of significantly increased supply or demand, and the most likely market reaction would be for the market to move in the opposite direction to the Large Orders, ie towards the Small Orders. We have also concluded that a Trader placing the Large Order in these circumstances would have known of this likelihood.

Our analysis and conclusions on market impact focused on the impact of the Large Orders. We address here the position of the Small Orders in the Specified Instances, and the plausibility of the Authority’s case that the Traders would commit market abuse to facilitate the trading of these orders in the market at the time at which they were placed. The Traders drew attention to various features of these Small Orders in different contexts, and made submissions in relation to: