UT (Tax & Chancery) UT/2023/000103 - [2025] UKUT 00102 (TCC)

MLA accepted the valuations provided to them at face value with no real interrogation of the assumptions made in coming to those valuations [170]. This was particularly acute in the period before Mr Manchester’s recruitment [171], but was also true of some later valuations – for instance, in the 2015 Gannon transaction no one checked whether the trademark which was the subject of the sale and leaseback was registered or not [173] and no-one even questioned how the highly personalised “trademark” valued for Mr Gannon could possibly have had any real value to anyone but him [195].

Any scrutiny of the valuations by the MLA/MLT team was limited to making sure the valuation had been based on the right inputs (the correct company accounts which were in the name of the right company) and were over the right IP assets. There was no questioning of the valuation itself, including the profit forecasts on which it had been based [175].

Commercial pressure meant that it was more likely for the IP assets to be overvalued rather than undervalued and it was in no one’s interest to challenge those valuations as being too high [179].