[2025] UKUT 00185 (TCC)

Mr Brierley, the Bank’s previous CFO, gave unchallenged evidence that it was “not unusual to take advice from Linklaters on the duty of disclosure arising in relation to any issues surfacing from the Bank’s finances” and he gave the example of asking for advice on the application of the Class Tests in LR 10, Annex 1. He said:

“Such an issue required discussion of financial information (provided by the Finance function) for the purposes of advice and guidance by our lawyers and, if appropriate, the brokers, the result of which would be a concluded strategy on a disclosure issue by Management.”

Mr Lane’s evidence was that the frequency of Linklaters’s interactions with the Bank depended on whether they were advising on a transaction (when there would be frequent interactions) or other times, when interactions were less frequent. We accept that evidence, which is reflected in Linklaters’s involvement with the capital raises, see §75 and §§111-112.

Mr Lane also said that interactions with the Bank “could involve formal instructions or might occur via email or verbally”, but Linklaters did not have an ongoing role pro-actively to monitor the Bank’s market announcements. Mr Jaffey asked us to reject this evidence, on the basis that Linklaters were “asked to sign off the half-yearly announcement” in July 2018. However, it is clear from the context that this sign off was required because Linklaters were advising on the capital raise which happened on the same day, see §111. Mr Lane’s evidence is also consistent with that given by Ms Roberts: she said that the Bank would rely on Linklaters when they “had a transaction coming up” and that the firm would “sometimes” be involved in reviewing interim trading statements “particularly if, for example, we might be issuing a prospectus”. We therefore accept Mr Lane’s evidence that Linklaters were not asked to sign off each of the Bank’s trading statements.