Investors in Barclays v Barclays PLC
[2024] EWHC 2124 (Ch)
Aabar Holdings SARL & Ors v Glencore PLC & Ors
23 May 2024
[2024] EWHC 1556 (Comm)
High Court
Several companies are suing Glencore for bad behavior. The judge laid out a plan to make the case easier to manage. This includes breaking the trial into smaller parts, setting deadlines for information exchange, and having a separate hearing to decide on some legal technicalities before the main trial.
Key Facts
- •Four claimant groups (QE, Stewarts, Pallas, BCLP) bring claims against Glencore plc and some former directors (Glasenberg, Kalmin, Hayward) for alleged bribery, corruption, and oil price manipulation.
- •Claims are brought under sections 90 and 90A of the Financial Services and Markets Act 2000 (FSMA) based on alleged misstatements and omissions in Glencore's IPO and Merger prospectuses.
- •Some Glencore subsidiaries admitted bribery and corruption (2006-2018) and oil price manipulation (2011-2019), resulting in US$1.4 billion in fines.
- •Cornerstone investors have separate contractual claims based on Cornerstone Agreements.
- •The QE Claimant also brings common law claims in deceit and negligence.
- •Defendants admit some misconduct but deny knowledge or recklessness by directors.
Legal Principles
Standing to bring claims under s.90 and s.90A of FSMA requires the claimant to have acquired securities and suffered loss in respect of them.
Financial Services and Markets Act 2000 (FSMA)
A split trial may be ordered to manage long and complex trials efficiently.
Civil Procedure Rules (CPR) 3.1(2)(i), Commercial Court Guide
In claims under s.90 and s.90A of FSMA, a split trial is now the normal approach, separating liability from causation and quantum.
Various cases cited, including G4S, RSA, Serco, Barclays, Standard Chartered
A company generally cannot assert privilege against its shareholders, except in litigation-related advice.
Sharp v Blank [2015] EWHC 2681 (Ch), Various Claimants v G4S PLC [2023] EWHC 2863 (Ch), Oasis Investments II Master Fund Ltd v Jardine Strategic Holdings Ltd [2024] CA (Bda) 7 Civ
Outcomes
BCLP Claimants must populate Columns F and G of the IRS Table, providing details of share acquisition periods.
To enable Glencore to understand and respond to the claims, promoting efficiency and narrowing issues.
All Claimants must populate Column N of the IRS Table, providing full particulars of the chain of custody for indirectly held shares.
Claimants bear the burden of proving standing; this is necessary to address potential duplication and issues of title.
Claimants must populate the IRS Table by 16 September 2024; Glencore must respond by 28 October 2024.
To ensure timely resolution of standing issues before the second CMC, balancing the burden on Claimants with the need for a full response from the Defendants.
A split trial is ordered, separating liability from causation and quantum.
To manage the complexity and length of the trial, promote efficiency, and reduce costs. This is consistent with the normal approach in similar FSMA cases.
Claimants must respond to the quantum aspects of the Quantum RFI by 30 September 2024, providing substantive and reasoned responses.
To provide the Defendants with sufficient information about the quantum claims to facilitate efficient case management and settlement negotiations.
QE Claimants must respond to requests 1, 2, 7, and 8 of the Reliance RFIs by 30 September 2024.
Because the QE Claimants plead a case of reliance.
Parties must exchange costs budgets (Precedent H and R) by 18 July and 19 September 2024 respectively.
To inform the court's decision on whether formal costs management is necessary at the second CMC.
Various directions are made regarding disclosure, including staged disclosure timelines and the application of Model D with narrative documents.
To ensure a fair and efficient disclosure process, balancing the needs of both sides.
A two-day hearing (with one day pre-reading) is ordered to determine the privilege issue, scheduled between 16 September and 21 October 2024.
To resolve the complex privilege issue expeditiously, allowing for potential appeal before trial.
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