Loudmila Bourlakova & Ors v The Estate of Oleg Bourlakov & Ors

Mr Justice Richard Smith: Introduction

1. This judgment concerns the following applications:- (i) an application for injunctive relief by the First and Fourth Claimants (respectively, Loudmila and Veronica ) against the Twelfth and Fourteenth Defendants (respectively, Edelweiss and Hemaren ) ( Injunction Application ); and (ii) the cross-application by Edelweiss and Hemaren and the Eleventh and Fifteenth Defendants, respectively, Gatiabe and Wlamil (together, the SJ Defendants ) to strike out, and/ or for ‘reverse summary judgment’ on, the respective claims by Loudmila and Veronica to hold the entirety of the shares in Gatiabe and Edelweiss ( SJ Application ); (the Injunction Application and the SJ Application together, the Applications ).

2. Loudmila is the widow of Oleg Bourlakov ( Oleg ). Oleg died on 21 June 2021. Veronica is one of Loudmila’s and Oleg’s two daughters. Oleg’s estate is the First Defendant to these proceedings, now represented by Mr Nicholas Jacob.

3. The Claimants seek damages and declarations relating to a number of aspects of the Defendants’ conduct, described as the pursuit of a strategy by Oleg “ of dishonest and/ or improper and/ or unlawful actions with the ultimate objective of maximising his own share of assets which are (or have been) assets of each of the separate members of the Bourlakov nuclear family … and minimising or even extinguishing the shares of Mrs Bourlakova and her daughters .”

4. That strategy was said to have been undertaken in combination with other Defendants, not least the Sixth to Eighth Defendants (respectively, Mr Anufriev , Mr Kazakov and Mrs Kazakova ). The Claimants plead that the development and implementation of that strategy has given rise to a number of different claims arising out of Oleg’s tortious conduct as principal instigator and the other Defendants as participants.

5. Gatiabe and Edelweiss are Panamanian companies. Wlamil and Hemaren, two Panamanian foundations, claim to be their respective registered shareholders. As explained below, Loudmila and Veronica claim in these proceedings that they are, in fact, the respective sole shareholders of those companies. As such, they say that the position reflected in the relevant share registers relied on by Wlamil and Hemaren have only come about as a result of Oleg’s dishonest scheme, including invalid corporate transactions and resolutions based on forged and/ or backdated documentation. They say the same about the appointments by Wlamil and Hemaren to the respective boards of both companies. Although I recognise at the outset that the validity of these matters is disputed by the Claimants, for the sake of economy of language, I do not use throughout this judgment their terminology of “purported”, “alleged” or similar to reiterate the fact of that dispute.

6. Edelweiss holds an investment portfolio said by its Swiss investment advisor, Alve Finance AG ( Alve ), to comprise assets in various asset classes well in excess of US$900 million. Edelweiss’ assets (and the ability to control the same) form the subject matter of the Injunction Application. Those assets are split across two portfolios held with UBS Switzerland AG ( UBS ) and Pictet Bahamas ( Pictet ), the funds held by the latter now ‘frozen’ as a result of certain interpleader proceedings in the Bahamas. Procedural background to the Applications

7. The Claimants originally applied on short notice on 18 January 2024 for a worldwide freezing order against assets of up to US$902m in value and ancillary disclosure orders against Mr Kazakov, Mrs Kazakova, Mr Anufriev and (with no maximum sum) Edelweiss. The US$902m figure reflects the Claimants’ estimate of the value of Edelweiss’ assets, reduced on account of Veronica’s acceptance that Oleg would retain an 8% interest in the Edelweiss asset portfolio.

8. At the hearing on 22 February 2024, I acceded to the application by Mr Kazakov, Mrs Kazakova and Mr Anufriev to adjourn the application upon the undertaking of Mr Kazakov and Edelweiss not to deal with the assets of the latter.

9. On 28 February 2024, the Claimants then applied to join a number of parties to these proceedings, including Hemaren and Wlamil, and for additional injunctive relief, said to be proprietary in nature, seeking to restrain:- (i) Hemaren from disposing of, dealing with or diminishing the value of any shares it may have, or claim to have, in Edelweiss; (ii) Hemaren from exercising, or purporting to exercise, any rights as a shareholder in Edelweiss, including directing Edelweiss to make a payment to any person or to transfer an asset to any person; (iii) Hemaren from disposing of, dealing with or diminishing the value of any funds or assets received from Edelweiss, whether received by way of dividend, distribution or otherwise; and (iv) Edelweiss from, in any way, disposing of, dealing with or diminishing the value of any of its assets, whether in or outside England and Wales.

10. In the meantime, there was an extraordinary turn of events, with the discovery that evidence relied upon by the Claimants in support of their injunction applications in the form of an investigators’ report from CT Group included material which was alleged to be fabricated and/ or privileged and confidential to some of the Defendants. This led, in turn, to applications from the Kazakovs, Mr Anufriev and Edelweiss in relation to the Claimants’ alleged improper use of their confidential information ( Confidentiality Application ).

11. At the hearing on 26-27 March 2024, the Claimants withdrew their injunction applications against Mr Kazakov, Mrs Kazakova and Mr Anufriev. The extant injunction applications against Hemaren and Edelweiss were also adjourned upon certain undertakings from those entities as to the non-dissipation of Edelweiss’ assets save in the ordinary course of business (and certain other exceptions) and as to Hemaren’s actions as registered shareholder of Edelweiss. Following that hearing, I also made certain orders on the confidentiality aspects with a view to maintaining the privilege and confidentiality of the relevant Defendants’ documents and the integrity of these proceedings more generally.

12. Hemaren and Wlamil were joined as Defendants on 26 June 2024, filing forms of acknowledgement of service on 26 July 2024 without indicating an intention to contest jurisdiction.

13. A directions hearing took place in relation to both the Injunction Application and the Confidentiality Application on 18 July 2024, with the former adjourned until October 2024 upon the continuing undertakings of Hemaren and Edelweiss and further directions given in relation to the latter.

14. The applicants to the Confidentiality Application later applied for further related relief against CT Group and the Claimants. The former application has since been compromised on terms that CT Group will provide certain information and documents to explain its activities. The latter application will be heard in October this year. In the meantime, the Kazakovs have also amended their pleading to bring in claims for breach of confidence and related causes of action.

15. The parties later agreed to adjourn the October 2024 hearing of the Injunction Application, again upon the continuing undertakings of Hemaren and Edelweiss, to allow time for further evidence, with the hearing re-listed for 10-12 March 2025 ( Hearing ).

16. In the meantime, the SJ Application was issued on 12 November 2024. A ‘pre-CMC’ hearing was held two days later at which the SJ Defendants indicated that they wished the SJ Application to be heard together with the Injunction Application. The application notice explained the SJ Application in the following terms:- “ The 11th, 12th, 14th and 15th Defendants (Gatiabe Business Inc, Edelweiss Investments Inc, Hemaren Stiftung and Wlamil Foundation) seek an Order (draft attached) under CPR 3.4 and/ or under CPR 24.2 that (a) the Claimants’ claims to declarations that the 1st Claimant is the holder of the entirety of the shares in the 11th Defendant and the 4th Claimant is the holder of the entirety of the shares of the 12th Defendant be struck out, alternatively that summary judgment be entered against the 1st Claimant and 4th Claimant in respect of those claims (the “Shareholding Claims”); (b) the Claimants pay the 11th, 12th, 14th and 15th Defendants’ costs of and occasioned by the Shareholding Claims. This order is sought because the Court does not have subject-matter jurisdiction on the issues that are required to be determined before the English Court could grant any such declaration; further or alternatively because the 1st and 4th Claimants have no real prospect of establishing that, as a matter of Panamanian law, the 1st Claimant is the holder of the entirety of the shares in the 11th Defendant and the Claimant is the holder of the entirety of the shares of the 12th Defendant .”

17. Given the indicated overlap of the Applications with respect to the merits arguments of the relevant underlying claims, I provisionally acceded to that request, made directions for what was a necessarily aggressive timetable for evidence on the SJ Application and extended the length of the Hearing from two to three days.

18. There were procedural skirmishes in advance of the Hearing, including in relation to (i) the Claimants’ request for further information concerning transactions involving Edelweiss’ assets (said to be relevant to the Injunction Application) and (ii) reliance by the SJ Defendants on, and the timing of service of, expert evidence of Bahamian and Swiss law. These were both resolved after hearings before me. The evidence

19. Extensive evidence was served on the Applications, with the parties placing particular reliance on the following factual evidence:- Date Author Party 17.1.24 Simpson 1 [113]-[135] Cs 2.12.24 Weinberg 2 Ds 2.12.24 Lipanov 1 Ds 2.12.24 Kant 1 Ds 18.2.25 Pigott 5 Cs 25.2.25 Weinberg 3 Ds 25.2.25 Kant 2 Ds 25.2.25 Lipanov 2 Ds 4.3.25 Pigott 6 Cs

20. Particular reliance was also placed on the following expert evidence:- Date Author Party 15.11.22 Aued 1 [67]-[80] Ds 10.1.24 Lee 3 [7]-[16]; [34]-[40] Cs 2.12.24 Aued 3 Ds 18.2.25 Lee 5 Cs 25.2.25 Aued 4 Ds 24.2.25 Jenkins 1 Cs 25.2.25 Pulfer 1 Cs

21. The SJ Defendants also served reply evidence on the SJ Application shortly before the Hearing, comprising the reports of Ms Charles on Bahamian law and Mr Vock on Swiss law, both dated 4 March 2025. The Claimants said that, in reality, these reports set out the entirety of the SJ Defendants’ case on the relevant issues which should have been provided at the outset. They also said that Weinberg 4 dated 6 March 2025 (concerning the SJ Defendants’ belief that the test for summary judgment was met) and Weinberg 5 dated 10 March 2025 (concerning the suggested need for certain specified exceptions to any injunction granted) should have been served earlier as well. The SJ Defendants, in turn, suggested that the contentions in Pigott 5 concerning risk of dissipation could have been advanced much earlier. Relatedly, I also received prior to the hearing correspondence from the Kazakovs’ solicitors expressing concern about new allegations advanced in Pigott 5 and, in light of their related observations, the need for the court to scrutinise closely the matters relied on by the Claimants.

22. Ultimately, it was not necessary for me to rule on the question of the admission of this evidence since, pragmatically, both sides were content to proceed with the Hearing on the basis that they would wait and see if any related issues did arise. In the event, neither side pressed their objections. Likewise, in considering that evidence, I have borne well in mind that the Claimants’ allegations of fraud and dishonesty (including certain matters raised in Pigott 5) are disputed by the Kazakovs who were not before the court on this occasion.

23. Finally, the SJ Defendants indicated at the Hearing that, if the relief they sought on the SJ Application was refused, they would formally offer to continue the undertakings in place since March 2024, subject to appropriate carve outs, such that the imposition of an injunction would not be necessary. From my attempt to clarify Edelweiss’ position at the outset of the Hearing, I had understood that this offer meant that the contested issues arising on the Injunction Application beyond the merits of the Claimants’ substantive claims were no longer to be argued. However, towards the conclusion of the Hearing, the SJ Defendants stated that these other issues on the Injunction Application did, in fact, remain in play. Although somewhat unsatisfactory, with oral argument then becoming unexpectedly compressed on the final day, both sides had fully briefed matters in their respective skeleton arguments and the court has ultimately not encountered difficulty addressing those aspects which are determinative of the Applications. The Claimants’ pleaded case

24. I address first the Claimants’ underlying claims implicated by the SJ Application, the Amended Particulars of Claim ( APOC ) pleading as to the ownership of Gatiabe that:- “20. Gatiabe : The Eleventh Defendant is a company incorporated in Panama on 14 January 2003. Gatiabe was dissolved on 26 December 2014 and was reactivated, without Mrs Bourlakova’s knowledge or consent, on 25 June 2018. As explained in paragraph 90A below, Mrs Bourlakova is and has at all material times since December 2014 been the holder of the entirety of the shares in Gatiabe and the ultimate beneficial owner of Gatiabe, although: (1) as set out below the bearer shares held by Mrs Bourlakova were purportedly (but not validly) cancelled and shares were purportedly (but not validly) issued to Delos in her place; (2) as set out at paragraphs 79 and 85 below, a sham declaration of trust was entered into and purportedly dated 12 July 2018, purporting to record that the shares were held on trust for Mr Kazakov (who was, in any event, acting as nominee for Mr Bourlakov); and (3) as set out at paragraph 85 below, by documents purportedly dated 26 February 2019, Gatiabe was purportedly transferred by Delos to Wlamil. By virtue of the purported (but invalid) issue of shares to Delos, Mr Bourlakov was thereafter able to exercise de facto control over Gatiabe and Wlamil until his death. If, contrary to the Claimants’ primary case, Mr Kazakov, or any person other than Mr Bourlakov and Mrs Bourlakova, has or had any form of interest in Gatiabe, he, or they, held such interest as nominee for Mr Bourlakov. In this regard, the Claimants rely upon the email chain referred to above, which also describes Mr Bourlakov as the “client” in relation to Gatiabe and passes on his instructions.”

25. The APOC goes on in more detail to plead that:- “90A. … Mrs Bourlakova is, and has been since December 2014, the holder of the entirety of the shares of both Gatiabe and Jovellanos and the ultimate beneficial owner of each. The Claimants rely on the following in relation to Gatiabe: a. From 17 March 2011 until 26 January 2022, Gatiabe’s share capital consisted of 100 shares of $100 each issued to bearer as recorded in Share Certificate No 2 issued by Gatiabe on 17 March 2011 (“the Gatiabe Bearer Share Certificate”). b. To the best of the knowledge of the Claimants, the Gatiabe Bearer Share Certificate was initially held by Mr Bourlakov. In or around December 2014, Mr Bourlakov gave the Gatiabe Bearer Share Certificate to Mrs Bourlakova to hold on her own behalf so that she was the sole holder of Gatiabe’s shares and its sole beneficial owner. At the time, Gatiabe did not have any substantial assets. c. After Gatiabe was reactivated on 25 June 2018, and without Mrs Bourlakova’s knowledge or consent, the Gatiabe Bearer Share Certificate was purportedly cancelled and purportedly replaced by 100 shares which were purportedly issued to Delos. As a matter of Panamanian law, the cancellation of a share certificate issued to bearer can occur only if (a) the original certificate is delivered to the board or (b) the original certificate has been destroyed, lost, or stolen and (i) the former holder of the original certificate requests the board to cancel and replace the original certificate or (ii) the original certificate is judicially annulled. Save as set out in subparagraphs (e) and (f) below, the Gatiabe Bearer Share Certificate was not delivered to Gatiabe’s board, destroyed, lost, stolen or judicially annulled, nor did Mrs Bourlakova ask Gatiabe’s board to cancel or replace the Gatiabe Bearer Share Certificate. Its purported cancellation was therefore invalid as a matter of Panamanian law. Further, the purported issuance of 100 shares to Delos was invalid as it was in excess of the authorised capital of Gatiabe, as set out in its articles of association, and/ or Gatiabe did not receive any consideration for the issuance of such shares. d. In or around early 2019, Delos appears to have purported to transfer its purported 100 shares in Gatiabe to Wlamil and, by documents purportedly dated 26 February 2019, the invalid share certificate purportedly issued to Delos appears to have been cancelled and 100 shares purportedly issued to Wlamil in its place. The purported issuance of those shares was also invalid as a result of the invalidity of the purported prior issuance of shares to Delos, as set out above, and/ or because they were in excess of the authorised capital of Gatiabe and/ or issued for no consideration. e. On 19 January 2022, a meeting of Gatiabe’s shareholders was held which was attended by Nicholas Warr (“Mr Warr”) who represented Mrs Bourlakova as the sole shareholder in Gatiabe under a proxy executed by her on 19 January 2022. At the meeting Yessica Gisselle Carew Moreno de Murgas, Ricardo Jose Murgas Carew, Joel Luis Romer Valle, Mehi River Corp, TIA River Corp and Coen River Corp (“the January 2022 Directors”) were appointed as directors of Gatiabe. f. At a meeting of Gatiabe’s directors on 26 January 2022, it was resolved: to re-issue all the shares in Gatiabe by issuing 100 shares in favour of Mrs Bourlakova; to cancel and annul the Gatiabe Bearer Share Certificate, and all other outstanding bearer share certificates; and to declare void and order the cancellation of all other share certificates purportedly issued by Gatiabe including those purportedly issued to Delos and Wlamil, as set out above. Thereafter 100 shares in Gatiabe were duly issued to Mrs Bourlakova (“the January 2022 Gatiabe Shares”) in place of the Gatiabe Bearer Share Certificate. g. Since the meetings on 19 and 26 January 2022, representatives of the Kazakovs have challenged the validity of those meetings and of the January 2022 Gatiabe Shares. If and to the extent that the January 2022 Gatiabe Shares were for any reason not validly issued, the sole shares in Gatiabe remained those represented by the Gatiabe Bearer Share Certificate. On 16 July 2022, the Gatiabe Bearer Share Certificate was deposited with Sucre, Briceno & Co (“SB & Co”) as authorised custodian. h. On 18 July 2022 at 1pm (Panama time), a meeting of Gatiabe’s shareholders was held which was attended by Franklin Briceño Salazar who represented Mrs Bourlakova as the sole shareholder in Gatiabe, as her proxy in respect of the January 2022 Gatiabe Shares or, in the alternative, by virtue of SB & Co’s custody of the Gatiabe Bearer Share Certificate. At the meeting, it was resolved, among other things: to ratify and confirm the resolution of 19 January 2022 to appoint the January 2022 Directors as directors of Gatiabe; and, if and to the extent that such appointment was for any reason or to any extent not valid, to appoint the January 2022 Directors as directors of Gatiabe. i. On 18 July 2022 at 1.15pm (Panama time), a meeting of Gatiabe’s directors was held. At the meeting, Gatiabe’s directors resolved to ratify and confirm the resolutions set out in paragraph (f.) above.

26. In the prayer for relief, the Claimants seek (at [5A]) in relation to Gatiabe a declaration that Loudmila is, and has been since December 2014, the holder of the entirety of Gatiabe’s shares and its ultimate beneficial owner.

27. As for the ownership of Edelweiss , the Claimants plead the following:- “21. Edelweiss : The Twelfth Defendant is a company incorporated in Panama on 2 June 2010. As explained in Section C0 below, Veronica is, and has at all material times since late 2014 been, the holder of the entirety of the shares in Edelweiss and the ultimate beneficial owner of Edelweiss. However, in or around January 2016 the shares held by Veronica were purportedly (but not validly) cancelled and shares were purportedly (but not validly) issued to the Panamanian Foundation, Fundacion Merenguito (“Merenguito”) but backdated so as to appear to have been issued on 9 April 2015. To the best of the Claimants’ knowledge, those shares in Edelweiss were (purportedly) held by Merenguito on trust for Veronica, or in the alternative as nominee for her, as confirmed by the Declaration of Trust executed by Merenguito on 18 August 2016. Also on 18 August 2016, Merenguito adopted regulations pursuant to which Mrs Bourlakova became the sole beneficiary of Merenguito. Mrs Bourlakova remained the sole beneficiary until she was replaced as sole beneficiary without her or Veronica’s knowledge or consent, by another Panamanian foundation, Hemaren Stiftung (“Hemaren”). The shares in Edelweiss purportedly held by Merenguito were purportedly transferred to Hemaren. By virtue of the purported (but invalid) issue of shares to Merenguito and the purported transfer of those shares to Hemaren, Mr Bourlakov was able to exercise de facto control over Edelweiss. As set out below, Mr Bourlakov controlled Hemaren until his death. Mr Kazakov has asserted that following Mr Bourlakov’s death he is the sole beneficiary of Hemaren. To the extent that Mr Kazakov held any interest in Hemaren he held it as nominee for Mr Bourlakov, until his death, and it now forms part of Mr Bourlakov’s estate.”

28. The APOC again goes on to plead in more detail that:- “96A. As set out below, Mrs Bourlakova was the sole beneficiary of Merenguito until the events in 2018 described in Section C3 below. At the time of issue of these proceedings and prior to January 2022, Mrs Bourlakova understood that, until the events in 2018 described in Section C3 below, Merenguito was the valid registered shareholder in Edelweiss. 96B. In contrast, Veronica’s position, which the other Claimants now accept and adopt, in relation to Edelweiss is as follows: a. From late 2014 onwards, Veronica understood that she was the owner of Edelweiss. However, between the dispute with Mr Bourlakov arising and early 2022, Veronica was unable to substantiate her belief as she did not have ready access to the key documents evidencing her ownership of Edelweiss. As set out below, those documents were in fact in Veronica’s bedroom at La Reserve but, from shortly after the commencement by Mrs Bourlakova of divorce proceedings in December 2018, La Reserve was divided in two, with Mrs Bourlakova permitted to use one half and Mr Bourlakov the other half. The bedroom which Veronica had used before the division of La Reserve was in Mr Bourlakov’s half and, because of the breakdown in familial relations, she was unable to visit it after 2019. Following Mr Bourlakov’s death, La Reserve was sealed by the Monegasque authorities and Veronica was not able to access it until January 2022. b. In those circumstances and in the context of the serious fraud which Mr Bourlakov, Mr Kazakov and Mrs Kazakova were seeking to perpetrate against Mrs Bourlakova and her daughters, Veronica was not in a position to dispute that Merenguito and in turn Hemaren were the valid registered shareholders of Edelweiss. c. In January 2022, Veronica was able to access her bedroom at La Reserve and discovered that she still retained the Edelweiss Bearer Share Certificate (as defined below) which had never been presented to the board of Edelweiss for cancellation, and which had not been judicially annulled. As set out below, the consequence of that is that, as a matter of Panamanian law, Veronica remains the sole shareholder of, and the beneficial owner of, Edelweiss, as she had always believed herself to be. d. Further, Veronica’s ownership of Edelweiss is supported by a number of contemporaneous documents, such as those set out in paragraphs 41(j)(v) – (viii) above, which show, among other things, that UBS was aware that Veronica was the beneficial owner of Edelweiss (albeit that, as noted above, it appears that Mr Bourlakov may have retained an 8% interest in the portfolio held by UBS for Edelweiss). 96C. Veronica is, and has been since late 2014, the holder of the entirety of Edelweiss’ shares and its ultimate beneficial owner: a. From 17 March 2011 until 26 January 2022, Edelweiss’ share capital consisted of 100 shares of $100 each issued to bearer as recorded in Share Certificate No 3 issued by Edelweiss on 17 March 2011 (“the Edelweiss Bearer Share Certificate”). b. To the best of the knowledge of the Claimants, the Edelweiss Bearer Share Certificate was initially held by Mr Bourlakov. In or around late 2014, Mr Bourlakov gave the Edelweiss Bearer Share Certificate to Veronica to hold on her own behalf so that she was the sole holder of Edelweiss’ shares and its sole beneficial owner. c. In or around January 2016, the Edelweiss Bearer Share Certificate was purportedly cancelled and purportedly replaced by 100 shares which were issued to Merenguito but backdated so as to appear to have been issued on 9 April 2015. However, and save as set out in subparagraphs (e) and (f) below, the Edelweiss Bearer Share Certificate was not delivered to Edelweiss’ board, destroyed, lost, stolen or judicially annulled, nor did Veronica ask Edelweiss’ board to cancel or replace the Edelweiss Bearer Share Certificate. Its purported cancellation in or around January 2016, or, in the alternative, in April 2015 was therefore invalid as a matter of Panamanian law. Further, the purported issuance of 100 shares to Merenguito was invalid as it was in excess of the authorised capital of Edelweiss, as set out in its articles of association, and/ or Edelweiss did not receive any consideration for the issuance of such shares. d. In relation to the backdating of the share certificate purportedly issued by Edelweiss and purportedly dated 9 April 2015, the Claimants rely on the following: (i) On 9 April 2015, Sylvia Büchen of MMG Zurich AG emailed Mr Anufriev, asking him to provide the Edelweiss Bearer Share Certificate in order for it to be declared invalid and for new shares to be issued in Edelweiss. (ii) On 15 April 2015, Ms Büchen emailed Mr Anufriev draft minutes for a purported meeting of the Foundation Council of Merenguito on 14 April 2015. The draft included a purported resolution to accept from Veronica a contribution of her shares in Edelweiss. No such contribution was ever made. (iii) On 30 April 2015, Jürg Brinkmann of MMG Zurich AG emailed Sylvia Büchen, asking whether she had received feedback from Mr Anufriev in relation to the draft minutes of the purported meeting on 14 April 2015 (which remained unsigned). (iv) On 24 June 2015, Ms Büchen emailed Mr Anufriev, again requesting that he provide the Edelweiss Bearer Share Certificate. (v) On 25 January 2016, Ms Büchen emailed Mr Anufriev, stating that a shareholder consent letter could not be signed unless he were to provide the Edelweiss Bearer Share Certificate. Mr Anufriev replied, falsely stating that the Edelweiss Bearer Share Certificate was in a safe in Zurich and requesting an alternative proposal from Ms Büchen. She replied, stating that the letter would be signed prior to receipt of the Edelweiss Bearer Share Certificate. Noemi Trummer of MMG Zurich SA then sent Mr Anufriev an email, asking him what date should be added to documents relating to Edelweiss. (vi) On 27 January 2016, Ms Trummer emailed Mr Anufriev, stating that original documents would arrive the following week. (vii) On 28 January 2016, Ms Trummer emailed Mr Anufriev an electronic copy of Share Certificate No. 4, purportedly issued by Edelweiss on 9 April 2015. The metadata for the electronic copy suggests that that copy was created on 25 January 2016. (viii) A charge for “Issuing of Share Certificate No. 4 & signing of Minutes 09.04.15” was included in an invoice from MMG Zurich AG dated 10 February 2016. e. On or around 23 May 2018, the shares in Edelweiss purportedly issued to Merenguito appear to have been purportedly transferred to Hemaren and shares purportedly issued to it in place of Merenguito. That purported share issuance was also invalid as a result of the invalidity of the purported issuance of shares to Merenguito, as set out above, and/ or because they were in excess of the authorised capital of Edelweiss and/ or issued for no consideration. f. On 19 January 2022, a meeting of Edelweiss’ shareholders was held which was attended by Mr Warr who represented Veronica as the sole shareholder in Edelweiss under a proxy executed by her on 19 January 2022. At the meeting the January 2022 Directors were appointed as directors of Edelweiss. g. At a meeting of Edelweiss’ directors on 26 January 2022, it was resolved: to re-issue all the shares in Edelweiss by issuing 100 shares in favour of Veronica; to cancel and annul the Edelweiss Bearer Share Certificate, and all other outstanding bearer share certificates; and to declare void and order the cancellation of all other share certificates purportedly issued by Edelweiss including those purportedly issued to Merenguito and Hemaren, as set out above. Thereafter 100 shares in Edelweiss were duly issued to Veronica (“the January 2022 Edelweiss Shares”) in place of the Edelweiss Bearer Share Certificate. h. Since the meetings on 19 and 26 January 2022, representatives of the Kazakovs have challenged the validity of those meetings and of the January 2022 Edelweiss Shares. If and to the extent that the January 2022 Edelweiss Shares were for any reason not validly issued, the sole shares in Edelweiss remained those represented by the Edelweiss Bearer Share Certificate. On 16 July 2022, the Edelweiss Bearer Share Certificate was deposited with SB & Co as authorised custodian. i. On 18 July 2022 at 12pm (Panama time), a meeting of Edelweiss’ shareholders was held which was attended by Franklin Briceño Salazar who represented Veronica as the sole shareholder in Edelweiss, as her proxy in respect of the January 2022 Edelweiss Shares or, in the alternative, by virtue of SB & Co’s custody of the Edelweiss Bearer Share Certificate. At the meeting, it was resolved, among other things: to ratify and confirm the resolution of 19 January 2022 to appoint the January 2022 Directors as directors of Edelweiss; and, if and to the extent that such appointment was for any reason or to any extent not valid, to appoint the January 2022 Directors as directors of Edelweiss. j. On 18 July 2022 at 12.15pm (Panama time), a meeting of Edelweiss’ directors was held. At the meeting, Edelweiss’ directors resolved to ratify and confirm the resolutions set out in paragraph (g.) above.”

29. In the prayer for relief, the Claimants seek (at [5B]) in relation to Edelweiss a declaration that Veronica is, and has been since late 2014, the holder of the entirety of Edelweiss’ shares and its ultimate beneficial owner.

30. It is common ground that Loudmila’s and Veronica’s claims to be the sole shareholder in, and beneficial owner of, respectively, Gatiabe and Edelweiss are governed by Panamanian law. The SJ Defendants’ pleaded case

31. As for the substantive position of the SJ Defendants, taking Hemaren’s Defence by way of illustration, the SJ Defendants plead (amongst other things, but most relevantly for present purposes) in response to the above claims that:- (i) the English court lacks subject matter jurisdiction in respect of the declaration sought by the Claimants against Hemaren because it lacks subject matter jurisdiction on the issues that are required to be determined before the English court could grant any such declaration (Hemaren Defence at [2], [112]); (ii) as a result of Veronica’s failure to deliver the Edelweiss bearer share certificate into custody by 31 December 2015, by reason of Law No. 47 of 2013, as amended by Law No. 52 of 2016 ( Law 47 ), all voting and economic rights attached to it were cancelled by operation of law (Hemaren Defence at [49.4(b), 49.4(d), 49.4(e)]); and (iii) in light of Judgment No.52 of the Third Circuit Civil Court for the First Judicial Circuit of Panama issued on 20 August 2024 in Case No. 17121-2022 and Judgment No.48 of the Fourteenth Circuit Civil Court for the First Judicial Circuit of Panama issued on 30 August 2024 in Case No. 84276-2022, these proceedings are an abuse of process amounting to a collateral attack on those foreign judgments, the Claimants seeking to advance herein arguments plainly inconsistent with the findings therein (Hemaren Defence at [20.7], [20.8] and [49.4(f)]).

32. Matters are pleaded similarly in Wlamil’s Defence in relation to the ownership of Gatiabe, albeit the abuse of process argument there is premised on Judgment No.14 of the Eighteenth Civil Court of the First Judicial Circuit of Panama dated 27 March 2024. Corresponding amendments have also been proposed to the Edelweiss and Gatiabe Defences. The SJ Application was advanced on the basis of these three related defences.

33. The Claimants plead back to these defences in the following terms: (i) a denial that the English court lacks subject matter jurisdiction and the averment that the relevant Defendants have submitted to, and accepted, the jurisdiction of the English court; (ii) non-compliance with Law 47 not having the effect contended for by the Defendants, the holder of the relevant bearer shares only becoming temporarily unable to enforce their political and economic rights as a shareholder, with subsequent compliance reviving those rights, and the shareholder’s proprietary rights retained regardless; and (iii) a denial of any abuse of process on various grounds.

34. Given this area of overlap between the SJ Application and the Injunction Application, I consider first the merits of the underlying bearer share claims to which they are addressed before going on, if necessary, to consider the other aspects arising on the Injunction Application, albeit highlighting some further pertinent matters upfront. The amendment applications

35. In September 2023, I handed down judgment on a contested amendment application by the Claimants who sought to amend their claim in a number of respects, including most relevantly for present purposes, to advance their new (primary) case that Veronica and Loudmila were the sole shareholders and beneficial owners of, respectively, Edelweiss and Gatiabe (see [2023] EWHC 2233 (Ch) ) . The Kazakovs led the charge in resisting the amendment application, albeit Edelweiss also participated at the hearing to the same end. At that stage, the opposing Defendants, including Edelweiss, accepted that the new claims disclosed a real prospect of success on the merits but resisted the amendments on limitation and jurisdictional grounds. However, I acceded to the Claimants’ application, the Defendants’ arguments then advanced failing to disclose a reasonably arguable limitation defence and, in relation to the claims against the relevant Defendants, including Gatiabe and Edelweiss, England being clearly and distinctly the appropriate forum.

36. A number of issues of potential relevance to, and resonance with, the Applications were canvassed at that earlier amendment hearing in relation to the new claims to ownership of Edelweiss and Gatiabe, including:- (i) The enforceability of a judgment of the English court in respect of the ownership of the Panamanian companies, as to which, the Kazakovs contended that this would not be enforceable in Panama unless the shareholders of those companies were party to the underlying proceedings; (ii) The suggested focus of the Claimants’ new claims on Panamanian corporate issues, as to which, I concluded that “[a] lthough the proposed new claims are concerned with the ownership of Panamanian companies, and the corporate governance of, and acts undertaken by, those entities may well fall to be examined, the gravamen of the case as a whole (including the proposed new claims) is an alleged international fraud said to have been conceived and/ or perpetrated by multiple defendants in multiple jurisdictions undertaking multiple different acts.” I therefore did not accept the Kazakovs’ suggestion (endorsed by Edelweiss) that the focus of the ownership claims was the internal management and affairs of those companies; (iii) Certain ongoing claims in Panama, as to which, I concluded in relation to the ‘oral process’ claims that “[a] lthough I accept that these proceedings may well engage the issue of ownership of the Panamanian Companies, given their focus on the relevant resolutions about which complaint is made, I am far from persuaded that those proceedings will be determinative of the former”; and (iv) The Claimants’ contention that res judicata may not arise on the ownership claims because those Panamanian proceedings might be disposed of on the basis of defences such as the non-deposit of the bearer certificates with an authorised custodian. Law 47

37. The last point above was an inexplicit reference to Law 47 which is now squarely relied on by the SJ Defendants in their respective defences and on the Applications to say that Loudmila and Veronica cannot be the respective sole shareholders of Gatiabe and Edelweiss on the basis of the cancellation by operation of law of their bearer shares in those companies. In support of that position, they rely on the third report dated 2 December 2024 of their Panamanian law expert, Mr Aued, who explains the effect of Law 47 in the following terms:- “111. Law 47 of 2013 (“Law 47”) implemented an immobilisation or custodian regime for bearer shares. The effect of Law 47 is that to continue carrying bearer shares, companies needed to adopt the immobilisation or custodian regime, otherwise the rights attached to the bearer shares would be extinguished.

112. Companies carrying bearer shares issued before Law 47 came into force (4 May 2015) that failed to adopt the immobilisation or custodian regime prior to 31 December 2015, had their articles of incorporations amended to prohibit the issuance of bearer shares, and the political and economic rights of the bearer shares were extinguished, by application of law.

113. For purposes of adopting the immobilisation or custodian regime, companies carrying bearer shares before Law 47 entered into force, had to, prior to the conclusion of the transition period on 31 December 2015, (i) deposit their bearer shares with a registered custodian together with an affidavit of ownership, and (ii) adopt a shareholders’ or board of directors’ resolution adopting the immobilisation or custodian regime, and have it recorded with the Public Registry.”

38. As to the consequences of non-compliance with the custodian regime by 31 December 2015, as is common ground did not occur here, Mr Aued goes on to opine that:- “114. The effect of non-compliance with Law 47 of 2013 on a bearer shareholder’s proprietary rights, is that political and economic rights attached to those shares are extinguished by application of law. As I explain below, Article 21 of Law 47 initially provided that such effects were “definitive”. The remedy was that bona fide holders of bearer shares were entitled to seek damages, for example from those who had a duty to implement the custody regime, amend the articles of incorporation to carry bearer shares, or have the shares replaced by registered (nominative) shares.

115. Article 21 of Law 47 ….. initially read as follows: “ Article 21. Breach in the delivery in custody of bearer shares certificates issued prior to the entry into effect of this law . The owner of shares issued to bearer which certificate has not been delivered in custody, following the transition period referred to in Article 24, cannot exercise in a definitive manner, before the issuing company the political and economic rights inherent to these acknowledged by law, without prejudice to the legal actions that those acting in good faith may exercise for damages and prejudice caused .”

116. Article 21 of Law 47 of 2013 was later amended through Law 52 of 2016 (the amendment was introduced in Art. 12 of Law 52 of 2016). The amendment provides that a failure to deliver the bearer shares in custody will result in the cancellation of the political and economic rights of the shares, by application of law.

117. Article 21 of Law 47 of 2013 (since its amendment pursuant to Law 52 of 2016) …… reads as follows: “Article 21. Breach in the delivery in custody of bearer shares certificates issued prior to the entry into effect of this law . In cases where the owner has not delivered in custody the respective certificate, the political and economic rights inherent to such share shall be deemed cancelled by application of law.”

118. The use of the term “cancellation by application of law” represents a change from the initial wording, which restricted the owner of the bearer shares from exercising the political and economic rights, towards the title itself (the bearer shares) cancelling the political and economic rights attached to the bearer shares.

119. The effects of non-compliance with Law 47 of 2013 can be understood when considering the context that led to the adoption of Law 47 of 2013 and its objectives, as explained in the National Assembly’s introduction to its amendment adopted by Law 18 of 2015 ….. “… Through Law 47 of 6 August 2013, the Republic of Panama adopted a regime for the custody of certificates of shares issued to bearer that must enter into force two years from the adoption of the Law, that is, on 6 August 2015; and that, in respect of certificate of shares issued to bearer prior to the entry into force of this Law, provides a transition period of three years following the entry into force of the law to deliver them in custody. With the purpose of complying with the suggestions of the international community, and the measures adopted by the Republic of Panama, in order to prevent acts related to money laundering, financing of terrorist activities, tax evasion or any illicit activity in accordance with national and international laws , it is necessary to advance the period of entry into force of Law 47 of 6 August 2013 and to reduce the transitional period established in the same, to 31 December 2015. The purpose of this Law is to achieve such objectives and to clarify certain imprecisions included in the original text of Law 47 of 6 August of 2013, at the time it was approved… ” (emphasis added).

120. Based on the above, it can be seen that if a holder of bearer shares was allowed, notwithstanding a failure to comply with the custodian regime by the end of the transition period of 31 December of 2015, to eventually deposit with a custodian or replace their shares (with registered shares) at an undetermined point in the future, that would constitute a means of defeating and undermining the purposes and objectives of Law 47 of 2013. For instance, the holder of bearer shares could remain in anonymity for an extended and undetermined period, until a need to deposit or replace the share arose, which would defeat the purpose of Law 47 of 2013.”

39. I return to the effect of Law 47 in more detail when addressing the SJ Defendants’ second basis for summary disposal of the relevant claims - no real prospect of success. I merely note here that, as already canvassed by reference to their reply pleading, the Claimants do not accept Mr Aued’s view and, supported by the expert evidence of Mr Lee, they say that non-compliance by 31 December 2015 did not result in the cancellation of the bearer shares and that Law 47 was merely suspensory in effect. Panamanian proceedings – Edelweiss/ Hemaren

40. The SJ Defendants also rely on certain judgments in the Panamanian proceedings, as to which, it may be helpful here to consider the more up to date position in the different Panamanian actions since the amendment application. Mr Kant is a partner in De la Guardia, Neuman, Faraudo and Bermudez ( Denfab ), the purported registered agent for Hemaren, Wlamil, Edelweiss and Gatiabe, with responsibility for the conduct of the various Panamanian actions on their behalf. He explains in his first statement the difference between the “oral” civil and the “ordinary” processes in Panama, the former being permissible for only three types of proceedings, namely (i) traffic accident damages claims (ii) as here, claims challenging corporate acts and (iii) the annulment and reinstatement of commercial titles or government bonds. All other types of claims must be brought through ordinary civil proceedings.

41. As for the ongoing Panamanian proceedings involving Edelweiss and Hemaren, Mr Kant explains in his two statements (with important points emboldened that):- (i) On 10 February 2022, Veronica filed an oral process claim against Edelweiss in the 12 th Civil Circuit Court (13991-2022) for a declaration that the minutes of the meeting of Edelweiss dated 27 January 2022 are null and void . (ii) On 18 February 2022, Hemaren filed an oral process claim against Edelweiss (represented by Ms Carew, ad hoc President appointed by Veronica in January 2022) in the 3 rd Civil Circuit Court (No. 17121-2022) to challenge the shareholders’ resolutions and to declare null and void the minutes of Edelweiss’ shareholders’ meeting held on 19 January 2022 and derivative acts and to order the restitution and recognition of Edelweiss’ prior Board of Directors . Veronica’s third party intervention claim (and related appeal) were rejected . Judgment in the case was delivered on 20 August 2024 by Judgment No.52 . On 10 September 2024, Ms Carew, in her exceptional capacity as legal representative of Edelweiss, submitted an appeal against this decision on 10 September 2024. On 30 January 2025, the Superior Tribunal affirmed judgment No.52 on appeal . However, Judgment No. 52 is not yet final because of a cassation recourse filed on 11 February 2025 on behalf of Ms Carew in the same capacity. (iii) On 16 August 2022, Hemaren filed a further oral process claim against Edelweiss in the 14 th Civil Circuit Court (No. 84276-2022) to declare null and void Edelweiss’ (i) shareholders’ meeting of 28 January 2022 appointing new directors, officers and resident agent and (ii) shareholders’ meetings of 18 July 2022 to ratify previous minutes of shareholder and board meetings carried out under the direction of Veronica . The 18 July 2022 meetings were conducted on the basis that, since July 2022, the Edelweiss bearer shares (said to be held by Veronica) had been delivered to an authorised custodian and were presided over by Ms Carew, as Edelweiss’ ad hoc President, and Mr Carew, its Secretary. The Court rejected efforts by Ms Carew, Mr Carew and Veronica to intervene. As a result of the appointment of an absentee party, only Hemaren made submissions and participated in the evidence and closing arguments hearing. Judgment in the case was delivered on 30 August 2024 in Judgment No.48 . The decision has apparently not been appealed and is final and binding despite Veronica filing a ‘Recourse for Review’ on 29 November 2024. (iv) On 17 January 2023, Edelweiss filed ordinary proceedings against the Bourlakovas and others in the 16 th Civil Circuit Court (No. 4659-2023), seeking declarations (among other things) that neither Loudmila nor Veronica were shareholders of Edelweiss, that Hemaren owned 100% of its shares and that all acts carried out by, amongst others, the Bourlakovas in relation to Edelweiss are void and illegal . Hemaren was later added as an additional shareholder claimant on 22 June 2023. By interim order dated 17 January 2023, the Panamanian Public Registry was directed to refrain from registering any Edelweiss shareholder meetings (or other documents) supported by bearer share certificates or owners of bearer shares. In addition, the Bourlakovas and others were ordered to refrain from performing any act relating to Edelweiss, whether as owners of bearer shares, shareholders of re-issued share certificates derived from bearer shares, or other capacities derived from actions taken by bearer shareholders. (On 1 June 2022, ordinary proceedings had been filed by Hemaren against the Bourlakovas (and others) in the 7 th Civil Circuit Court seeking similar relief. That claim has since been withdrawn.) Panamanian proceedings – Gatiabe/ Wlamil

42. As for those Panamanian proceedings involving Gatiabe and Wlamil:- (i) On 10 February 2022, Loudmila filed an oral process claim against Gatiabe in the 15 th Circuit Civil Court (No. 13980-2022) seeking a declaration that the shareholder’s resolution passed by Wlamil on 27 January 2022 was null and void ; (ii) On 18 February 2022, Wlamil filed an oral process claim against Gatiabe in the 18 th Civil Circuit Court (No. 17128-2022) in which Wlamil sought to declare null and void the resolutions passed at the shareholders’ meeting held on 19 January 2022 and all derivative acts and to declare the reinstatement of the Board of Directors to the pre-19 January 2022 position . Loudmila applied successfully to intervene in the proceedings as a third party . The hearing of the complaint was held on 25 July 2023. The Court delivered its Judgment No.14 on 27 March 2024 . On 22 April 2024, Ms Carew filed an appeal. The appeal was dismissed on 25 November 2024 . On 18 December 2024, Loudmila sought to initiate a cassation appeal. This was refused on 21 January 2025; and (iii) On 16 January 2023, Wlamil commenced ordinary proceedings against Loudmila and others in the 2 nd Civil Circuit Court, seeking, among other things, declarations that Wlamil is the only valid shareholder of Gatiabe and that Loudmila is not a shareholder of Gatiabe .

43. Finally, the SJ Defendants also rely on criminal complaints filed by Hemaren and Wlamil in April and June 2022 against Ms Carew, Mr Carew and the Bourlakovas, alleging the commission of crimes in the form of the falsification of the minutes of the 19 January 2022 Edelweiss and Gatiabe shareholder meetings. Conservatory measures have been imposed in connection with the criminal investigation, including (i) the maintenance and recognition of the Boards of Directors of Edelweiss and Gatiabe for the duration of the criminal process, (ii) an order preventing the Bourlakovas from performing any act based on the Edelweiss bearer shares (iii) an order preventing the registration of any Gatiabe shareholder meeting minutes and other documents supporting an owner of bearer shares in that company and (iv) seizure of bearer share certificates issued by Edelweiss and Gatiabe.

44. The SJ Defendants rely in particular on Judgment Nos. 14, 48 and 52 (and the related appeal judgments) in the Civil Court proceedings which, they say, “speak with one voice as to … the consequences, as a matter of Panamanian law, of non-compliance with the custodial regime for bearer shares under Law 47, as amended by Law 52.” They also place emphasis on (i) the conservatory measures in the civil and criminal proceedings directed to preventing the Claimants from deploying their Edelweiss and Gatiabe bearer shares and the fact that the Claimants have (ii) themselves commenced two proceedings in Panama challenging the shareholders’ meetings of those companies dated 27 January 2022 (iii) defended Panamanian claims through their own appointed directors and (iv) not raised any jurisdictional objections within those proceedings.

45. I address further below those aspects of the Panamanian proceedings on which the SJ Defendants place most reliance, merely noting here that they do not rely on the Panamanian judgments as having res judicata or issue estoppel effect rather than that their reasoning correctly reflects the Panamanian law position on the issues they address. SJ Defendants’ framing of the SJ Application

46. At the Hearing, the SJ Defendants framed the SJ Application in the following terms:- (i) The Claimants’ case as against Edelweiss and Gatiabe is that they are the sole shareholders of those companies. As Ms Pigott said in her fifth affidavit (at [27]) in relation to the SJ Application, the Claimants’ case “ … is that Veronica is the sole shareholder in Edelweiss and Mrs Bourlakova the sole shareholder in Gatiabe and that no other person has any interest in either”. The alternative cases pleaded in relation to Edelweiss only (APOC at [96D] and [96F]) are advanced for the purpose of the damages claims against Mr Anufriev, the Kazakovs and others. There are no damages claims against the SJ Defendants. As Ms Simpson explained in her first witness statement on the Injunction Application, “the Injunction .. is sought on the basis of Veronica’s proprietary claim to be Edelweiss’ sole shareholder.” By extension, the same must be true with respect to Hemaren which had not been joined as a Defendant at that stage. (ii) This court is not concerned with the positive case advanced by the Claimants or the Kazakovs as to their ownership of Edelweiss or Gatiabe, the validity of the steps leading to that position or the authenticity of the underlying documents purportedly recording those steps. For the purpose of the Applications only, the Claimants’ case on these aspects can be assumed in their favour but they are ultimately irrelevant: the narrow argument arising on the SJ Application is that the Claimants’ bearer share claims are invalid by reason of Law 47 such that they fail as a matter of Panamanian law. Although proceeding on this assumed basis might reveal a gap in the ownership of the shares of those companies in this case, that too is irrelevant. There are potential answers to that outcome under Panamanian law but the question does not arise on the SJ Application nor, given the absence of claims for related relief, in the proceedings more generally. (iii) Accordingly, the claim against Hemaren and Wlamil rests solely on the basis that the Claimants hold bearer shares in Edelweiss and Gatiabe that have not been cancelled or annulled by Law 47. That is a narrow point and, if that claim is struck out, there can be no basis for an injunction against the SJ Defendants. The Claimants’ efforts very shortly before the hearing to place reliance on their replacement of their bearer shares with registered shares in 2022 takes them nowhere. The validity of those purported replacements itself depends on the validity of the bearer shares and the Panamanian courts have, of course, set aside the related resolutions.

47. I now turn to each of the three arguments deployed by the SJ Defendants on the Applications, as to which they say that:- (i) the subject matter jurisdiction argument is a point of English law, the essential question being whether the English court has authority to decide the fundamental issue of the validity of the relevant bearer shares as against two Panamanian companies when such matters clearly do fall within the adjudicative authority of the Panamanian courts; (ii) the summary judgment argument is a point of Panamanian law, the essential question being whether, in light of the compelling evidence before this court as to the effect of non-compliance with the requirements of Law 47 by 31 December 2015, the Claimants have a real, as opposed to fanciful, prospect of success on the relevant claims; and (iii) the abuse of process argument is a matter of English law, the essential question being why, taking into account the relevant circumstances, it is not an abuse of process for the Claimants to seek to contest the effect of Law 47 and the bearer share claims in multiple different proceedings in Panama, only to have those issues litigated all over again in these English proceedings. Subject matter jurisdiction – legal principles

48. The SJ Defendants say that, although jurisdiction under English common law is founded on service of proceedings wherever that service takes place, establishing valid personal jurisdiction is not the end of the analysis since there are distinct subject matter limits on what the English courts may or may not do in the exercise of their authority in respect of persons over whom they have personal jurisdiction. So, in Mackinnon v Donaldson, Lufkin & Jenrette Securities Corpn [1986] Ch 482 , Hoffman J (as he then was) discharged a subpoena and order made ex parte under the Bankers’ Books Evidence Act 1879 requiring the production of Citibank’s documents held in New York concerning transactions undertaken and an account maintained there. In rejecting the argument that, by carrying on business in London, Citibank had submitted to the jurisdiction of the English court, Hoffman J stated (at [493C]) that:- “I think that this argument confuses personal jurisdiction, i.e., who can be brought before the court, with subject matter jurisdiction, i.e., to what extent the court can claim to regulate the conduct of those persons. It does not follow from the fact that a person is within the jurisdiction and liable to be served with process that there is no territorial limit to the matters which the court may properly apply its own rules or things which it can order such a person to do.”

49. As he also went on to note (at [493G-H]):- “The content of the subpoena and order is to require the production by a non-party of documents outside the jurisdiction concerning business which it has transacted outside the jurisdiction. In principle and on authority it seems to me that the court should not, save in exceptional circumstances, impose such a requirement upon a foreigner, and, in particular, upon a foreign bank. The principle is that a state should refrain from demanding obedience to its sovereign authority by foreigners in respect of their conduct outside the jurisdiction.”

50. The SJ Defendants placed particular reliance on what they described as the elucidation of the concept of subject matter jurisdiction in the seminal judgment in Société Eram Shipping Co Ltd v Compagnie Internationale de Navigation [2004] 1 A.C. 260 . In that case, the House of Lords declined to make third party debt orders against the Hong Kong and Shanghai Banking Corporation ( HSBC ) in respect of a debt located in Hong Kong. Although HSBC had a London branch, the order of the English court would not be recognised in Hong Kong as discharging HSBC from its obligation to pay what it owed to its (judgment debtor) customers resident in Hong Kong.

51. In reaching that decision, Lord Bingham preferred (at [26]) the analysis that the court had no jurisdiction to make a third party order in that case, rather than one based on discretion . To that end, in addition the considerations of fairness and equity indicated by the authorities, Lord Hoffman noted (at [54]) that:- “ … there is another dimension. The execution of a judgment is an exercise of sovereign authority. It is a seizure by the state of an asset of the judgment debtor to satisfy the creditor’s claim. And it is a general principle of international law that one sovereign state should not trespass upon the authority of another, by attempting to seize assets situated within the jurisdiction of the foreign state or compelling its citizens to do acts within its boundaries.”

52. As he also went on to note, there was no in personam claim against the bank. The third party debt jurisdiction was execution in rem against a chose in action. Once the true nature of the relief sought was understood, it was plain that such an attempt to levy execution on an asset in the foreign jurisdiction infringed principles of international law applied in cases such as Mackinnon ([66]-[67]).

53. To a similar end, Lord Hoffman noted (at [56]-[57]) the limits of Mareva or asset freezing relief, avoiding putting “the bank in the position of having to choose between being in contempt of an English court and having to dishonour its obligations under a law which does not regard the English order as a valid excuse”. Kerr LJ had described as “never justified” unqualified Mareva relief covering assets abroad “because they involve an exorbitant assertion of jurisdiction of an in rem nature over third parties outside the jurisdiction of our courts” ( Babanaft International Co SA v Bassatne [1990] Ch 13 at [35]). Hence, the tailoring of such relief to make clear that it did not affect those outside the jurisdiction unless enforced by a court of the relevant country and did not prevent third parties amenable to English jurisdiction nevertheless complying with what they reasonably believed to their obligations under relevant local law ( Baltic Shipping Co v Translink Shipping Ltd [1995] 1 Lloyd’s Rep 673 ).

54. Lord Hobhouse noted that the “possible question of subject matter jurisdiction is always important”, that there were relatively few examples in English procedural law but that the present case was one, subject matter jurisdiction also playing “a major role under the Brussels and Lugano Conventions” ([75]).

55. The SJ Defendants placed most emphasis on Lord Millett’s speech in which he considered the use of the word “jurisdiction” in its different senses, including (at [78]) relevantly to that case (and, it is said, to this as well), to “connote the territorial reach of the legislative powers of Parliament and the adjudicative powers of the court”, jurisdictional limits in such cases being self-imposed as a matter of principle and in order to conform to the norms of international law”.

56. Lord Millett then quoted the following from Dr Mann’s book on Further Studies in International Law (1990) (at [p.4]):- “International jurisdiction is an aspect or an ingredient or a consequence of sovereignty... laws extend so far as, but no further than, the sovereignty of the state which puts them into force nor does any legislator normally intend to enact laws which apply to or cover persons, facts, events or conduct outside the limits of his state’s sovereignty. This is a principle or, perhaps one should say, an observation of universal application. Since every state enjoys the same degree of sovereignty, jurisdiction implies respect for the corresponding rights of other states. To put it differently, jurisdiction involves both the right to exercise it within the limits of the state’s sovereignty and the duty to recognise the same right of other states. Or, to put the same idea in positive and negative form, the state has the right to exercise jurisdiction within the limits of its sovereignty, but is not entitled to encroach upon the sovereignty of other states.”

57. Lord Millett also explained (at [79]) how the principle had been reflected in English law, including by Lord Russell of Killowen CJ in R v Jameson [1896] 2 QB 425 (at [430]) in describing the canon of statutory construction that, where another construction is possible, general words in an Act of Parliament will not be construed as applying to foreigners in respect of acts done by them outside the dominions of the enacting power, the former Lord Chief Justice observing that:- “That is a rule based on international law by which one sovereign power is bound to respect the subjects and the rights of all other sovereign powers outside its own territory.”

58. According to Lord Millett, the near universal rule of international law is that legislative and adjudicative sovereignty is territorial, meaning that it may only be exercised in relation to persons and things within the territory of the relevant state or in respect of its own nationals. Whether the court disclaims jurisdiction or merely declines to exercise it, it does so as a matter of principle and not of discretion ([80]).

59. Lord Millett also went on to identify the true nature of the third party debt order as an order in rem against the debt owed by the third party to the judgment debtor, the discharge of the debt being an integral part of the scheme of the order ([84]-[97]). He then went on to consider the treatment in the authorities of the territorial reach of such orders and whether the power to refuse them in the case of a foreign debt was discretionary ([98]-[107]). Lord Millett concluded that the judgments in the relevant cases were “founded on the rule of international law that a debt can be discharged only by the law of the place where it is recoverable”. The issue was one of principle: “[o]ur courts ought not to exercise an exorbitant jurisdiction contrary to generally accepted norms of international law and expect a foreign court to sort out the consequences” ([109]).

60. The SJ Defendants also relied on Masri v Consolidated Contractors International (UK) Ltd (No. 2) [2009] Q.B. 450 in which the Court of Appeal held that the English court had jurisdiction to appoint a receiver in relation to foreign debts and as to future assets. Lawrence Collins LJ described (at [30]) subject matter jurisdiction - that expression having been “imported into English law” by Hoffman J in Mackinnon - as being concerned with “the extent to which the law or the court’s orders applies extra-territorially.” As he went on to note, any power or discretion must be exercised in accordance with internationally recognised principles on the limits of the exercise of jurisdiction. Accordingly, the mere fact that an order is made in personam and directed towards a person subject to the personal jurisdiction of the English court does not exclude the possibility that the making of the order would be contrary to international law or comity and outside the subject matter jurisdiction of the English court ([35]). Indeed, as he went on to note in relation to Mareva relief, again referring to Baltic Shipping , even if a third party with notice of the Mareva injunction is subject to the in personam jurisdiction of the English court, “there may still be concerns relating to international comity, for example where the defendant has an account abroad at a foreign branch of an English bank, or an account at the head office or foreign branch with a branch in England ..” ([36]-[39]). However, the appointment of a receiver in that case did not engage these concerns, not least given its non-proprietary and in personam effect and its own Babanaft provisos ([51]).

61. Although Lawrence Collins LJ concluded (at [51]) that nothing in Société Eram affected that conclusion, he helpfully summarised (at [72]) “[t]he essence of the decision in Société Eram so far as it concerns international jurisdiction” as it being “ wrong for one legal system to reach out and affect title to property in another country (the judgment creditor’s interest in a foreign debt), and, as in the case of attachment of debts, place the citizens of that other country in a position where they may have to pay twice” ( emphasis in the SJ Defendants’ skeleton). “To do so is an impermissible exercise of extraterritorial jurisdiction.” Leaving to one side the specific proprietary and enforcement aspects of third party debt orders, Lawrence Collins LJ also derived (at [47]) the following general propositions from Société Eram , namely that it was:- (i) impermissible as a matter of international law for one state to trespass upon the authority of another by attempting to seize assets situated within the jurisdiction of the foreign state or compelling its citizens to do acts within the foreign state’s boundaries; (ii) an exorbitant exercise of jurisdiction to put a third party abroad in the position of having to choose between being in contempt of an English court and having to dishonour its obligations under a law which does not regard the English order as a valid excuse; and (iii) possible for an in personam order against a person subject to English jurisdiction to be contrary to international comity.

62. In their skeleton argument, the SJ Defendants also rely on Professor Trevor Hartley’s 2010 article concerning “Jurisdiction in conflict of laws - disclosure, third party debt and freezing orders” and his description of subject matter jurisdiction (L.Q.R. 210 126(Apr)), namely that:- “ … one state should avoid trespassing on the sovereignty of another. Since sovereignty is essentially territorial, the limits of jurisdiction to prescribe are also territorial. Where the trespass on foreign sovereignty is of a directly physical nature - for example, where police officers are sent into the territory of another country to arrest a fugitive -jurisdiction to enforce is in issue. Where, on the other hand, one country seeks to apply its law to another - whether by legislative provision or by judicial decision - the issue is one of jurisdiction to prescribe.” [195] “The starting point of any discussion must be territorial sovereignty. In principle, the law of each country applies in the territory of that country. For a court to apply its law to activities in a foreign country must, therefore, be justified in some way. Normally, this is easily done, and will give rise to no objections from the foreign state. However, the position is different where the foreign state has a reason for not wanting foreign law to apply in a particular situation.”

63. Professor Hartley goes on to contrast jurisdiction to prescribe (and jurisdiction to enforce), where the interests of foreign states are the main concern and which give rise to questions of subject matter jurisdiction, with jurisdiction to adjudicate. Although the latter takes into account state interests, it is mainly focused on the interests of the parties and usually divided into in personam and in rem jurisdiction.

64. The SJ Defendants also rely, they say to similar effect, on the Privy Council decision in Pattni v Ali [2007] A.C. 85 concerning the recognition in the Isle of Man of a Kenyan order requiring, inter alia , the transfer of shares in a Manx company. The court found that the underlying judgment did not purport to involve any adjudication in rem in relation to the relevant shares and that the order was a classic in personam order for specific performance of an agreement that the Kenyan judge had found to have been breached. In delivering the judgment of the court, Lord Mance noted the existence of a more general principle, namely:- “24. ….. The actual transfer or disposition of property is, in principle, a matter for the legislature and courts of the jurisdiction where the property is situate (state A), and will be recognised accordingly by courts in any other state (state B): see Dicey, Morris & Collins, rules 120 to 124 . … ( emphasis in SJ Defendants’ skeleton) 25 An order purporting actually to transfer or dispose of property is, however, to be distinguished from a judgment determining the contractual rights of parties to property. Courts frequently adjudicate on the rights to property and otherwise of parties before them arising from contractual transactions relating to movables or intangibles situate in other states; in doing so, common law courts apply the governing law of the relevant contract and the lex situs of the relevant movable or intangible to the contractual and proprietary aspects of the transaction as appropriate in accordance with principles discussed in the text to rules 120 and 124 in Dicey, Morris & Collins.

26. Immovables fall into a different and special category in private international law: cf British South Africa Co v Cia de Moçambique [1893] AC 602 ; Dicey, Morris & Collins, rule 122(3) and Cheshire & North, p 424. Even so, it has long been accepted in England that an English court may, as between parties before it, give an in personam judgment to enforce contractual or equitable rights in respect of immovable property situate in a foreign country: see Dicey, Morris & Collins, rule 122(3).

27. Their Lordships are not however concerned with immovables, which represent as stated an exceptional case in private international law. For present purposes, it is the converse of the above propositions relating to movables or intangibles that is important. As presently advised, though the arguments did not address the point (or it may [sic] be need to under the terms of the two preliminary issues presently in issue), their Lordships would think it clear that, where a court in state A makes, as against persons who have submitted to its jurisdiction, an in personam judgment regarding contractual rights to either movables or intangible property (whether in the form of a simple chose in action or shares) situate in state B, the courts of state B can and should recognise the foreign court’s in personam determination of such rights as binding and should itself be prepared to give such relief as may be appropriate to enforce such rights in state B. The extent to which this is possible might be limited by the law of state B, as the situs or in the case of shares as the place of incorporation of the relevant company (in this case, as both). For example, if a person to whom a court in state A held that shares had been contractually agreed to be transferred was not eligible under the company’s constitution to be registered as their legal owner, there could be no actual registration in state B but no such suggestion appears in this case” (my emphasis ).

65. Finally, the SJ Defendants relied on Tonstate Group Ltd (In Liquidation) v Wojakowski [2024] EWHC 975 (Ch) (at [38]) for the proposition that there is a separate, hard-edged character to the limits of the court’s authority as distinct from the discretionary analysis to which questions of personal jurisdiction and forum non conveniens give rise. Tonstate concerned the availability of Bankers Trust relief in respect of information and documents relating to assets and accounts held, at least in part, outside the jurisdiction. Although the order was made in that case, Adam Johnson J considering that “ .. [t]he Mackinnon decision does not establish a blanket prohibition that inhibits the making of the Order sought .. ”, he also stated that:- “For my part, I consider the concept of subject matter jurisdiction is still entirely apposite and indeed important. The question of making Orders against third parties abroad is not a matter of general discretion only. In an article in the Law Quarterly Review in 2010 (“Jurisdiction in conflict of laws – disclosure, third-party debt and freezing orders”), Professor Trevor Hartley explains the point in some detail (although he uses the US term “jurisdiction to prescribe” to describe the same concept). Professor Hartley puts it as follows (at p. 195): “ The idea behind all these phrases is that one state should avoid trespassing on the sovereignty of another.” To my mind, this expresses clearly why it is inadequate to say that the matter is one of general discretion only. I do not think it is. It is rather a matter of the Court showing appropriate restraint in cases where the exercise of its powers may clash with the sovereignty of another state . That is, properly speaking, a matter of jurisdiction, and in my opinion applying a label to the concept which encourages engagement with that point is entirely appropriate” ( emphasis in SJ Defendants’ skeleton). Subject matter jurisdiction – the SJ Defendants’ arguments

66. The SJ Defendants say that these authorities disclose at their root the mutual respect of the English court for another state’s sovereignty. Although subject matter jurisdiction is an emerging doctrine, and the particular application now being argued has not previously been considered by the English court, Lord Millett was identifying in Société Eram a unifying doctrine or principle of English law derived from principles of international law and explained as adjudicative sovereignty, not, as the Claimants have sought to characterise matters, enforcement sovereignty. That doctrine operates to rationalise the manner of exercise (or non-exercise) of judicial authority in relation to foreign situated assets such as land ( Moçambique ), intellectual property rights ( Lucasfilm Ltd v Ainsworth [2012] 1 A.C. 208 ) and debts ( Société Eram ), including by way of subpoena, third party debt order or receivership.

67. The doctrine also applies to the foreign assets in issue here, the Edelweiss and Gatiabe bearer shares. Given the narrow point as to the validity of the bearer shares arising on the Applications, the SJ Defendants emphasise that, unlike a number of the authorities relied on by the Claimants at the hearing, there is no issue here as to the competing rights of the respective shareholders of Edelweiss and Gatiabe inter se rather than the rights of Loudmila and Veronica as alleged 100% shareholders against the companies themselves. Nor is there any question of any sale, pledge or transfer of shares or related orders for specific performance as between one shareholder and another, as arose in cases such as Pattni . However, Pattni did envisage, analogously with the bearer share validity issue here, that a determination in this jurisdiction as to contractual rights to movables (such as shares) might not be recognised where those shares are located because the person to whom those shares have been transferred might be constitutionally ineligible to be registered as a shareholder.

68. In this context, an important point to bear in mind too was the legal situs of the choses in action arising from the Claimants’ alleged holding of the bearer shares, namely where those rights can be enforced against the companies. That place is Panama, where the companies are legally domiciled according to their own Articles and where a 100% shareholder can attend, and exercise its voting rights at, general meetings, appoint or replace directors or receive dividends (see Macmillan Inc v Bishopsgate Investment Trust Plc (No. 3) [1996] 1 W.L.R. 387 (CA); see too Dicey, Morris & Collins on the Conflict of Laws 16th ed., Sweet & Maxwell 2022 at [23-042])).

69. Accordingly, the SJ Defendants’ case being solely about whether these bearer shares are capable of conferring rights after 31 December 2015 and those rights only capable of enforcement in Panama, that matter can only properly be determined by the Panamanian courts applying their own law. In this regard, the focus of the SJ Defendants in oral submission was more targeted than in their skeleton argument, the latter appearing to envisage more generally that issues of foreign property and the conduct of a company’s internal affairs might engage the limits of subject matter jurisdiction. At the Hearing, the SJ Defendants made clear that they were addressing a more fundamental question of the actual validity of bearer shares as against the company itself, in respect of which the sovereignty principle would be engaged were the English court to reach out and, through the exercise of its adjudicative powers, seek to affect the rights of a Panamanian company domiciled in Panama vis-à-vis its shareholders.

70. In that regard, the SJ Defendants noted the findings in Judgment 52 in relation to the two requirements of Law 47 that (i) the bearer shareholders failed to deliver the shares to an authorised custodian by 31 December 2015 and (ii) there has never been any authorisation by the Edelweiss Board of Directors to adopt the custody regime. The same is true for Gatiabe. In light of the admitted non-compliance with Law 47, the position of the SJ Defendants was that this court lacked subject matter jurisdiction over the specific question of whether these bearer shares are still valid as against the two companies, as is pointedly demonstrated by the following:- (i) Law 47 in relation to bearer shares was enacted and amended in Panama to carry into effect Panamanian public policy against unrecorded and untraceable bearer shares. An aspect of state sovereignty is that a state not only allows persons to incorporate corporations within a state but they can decide the form that those corporations take, how those corporations can be held and what types of shares can or cannot exist in the corporations that they allow to exist within their territory. So there could be no doubt that Law 47 itself is an exercise in state sovereignty by Panama through its legislature; (ii) The Claimants’ pleaded case is that Law 47 is suspensive in effect such that the bearer shares have not been cancelled. However, in the Panamanian proceedings (and on the Applications), the Claimants have suggested that the effect of Law 47 contended for by the SJ Defendants would be unconstitutional. This underlines this court’s lack of subject matter jurisdiction, it being extraordinary for a point of Panamanian constitutional law to be determined by the English court; (iii) It is plain and obvious that the courts of Panama do have subject matter jurisdiction over the bearer share claims, not least because both sides have already had access and recourse to the Panamanian courts. It is equally plain that the Panamanian courts are the natural forum for disputes such as this over the validity of bearer shares in general when there has been non-compliance with the custodianship regime, the Claimants accepting in their skeleton that the place of incorporation is normally the natural forum for cases such as this, a fortiori the natural forum when the fundamental issue arises as to the nature of a permissible shareholding in a Panamanian company; (iv) As Mr Aued, the Panamanian law expert for the SJ Defendants says, not only do the Panamanian courts have exclusive jurisdiction over this issue from the Panamanian perspective, but a decision of the English court on the bearer share claim and the requested declaration would not be recognised and enforced in Panama. Although Mr Aued has been criticised for saying otherwise earlier, that was in the different context of the amendment application and his opinion was qualified then by reference to Panamanian public policy, the key point that does now arise; (v) Only the Panamanian courts can grant effective relief in relation to the bearer share claims and any consequential related issues because they are the courts where the companies are incorporated and domiciled and they are the only ones which have the relevant powers. The English courts have no powers in relation to such matters over a foreign company. The Claimants seek to make a virtue of the fact that they are only seeking declarations here but that rather underlines the point that the English court is not in a position to grant effective relief in relation to the bearer share claims; (vi) The courts in Panama have direct jurisdiction and powers over the directors of Edelweiss and Gatiabe, who are all Panamanian nationals and resident directors. The English court has no power to set aside the appointment of the directors or otherwise to control or exercise jurisdiction over them; (vii) It would impinge on the adjudicative sovereignty of the courts of Panama to take jurisdiction over the relevant claims, particularly in the face of the decisions that have already been made by the Panamanian courts and the issues of which they are already seized. Indeed, the Claimants are already participating in the ordinary and oral process claims without any dispute as to jurisdiction, including by calling evidence and making submissions in Panama; and (viii) If the shoe were on the other foot, and the courts of a foreign country were to rule on the validity of shareholdings and directors’ appointments in light of English companies’ legislation, the English court would likely take great exception and grant an anti-suit injunction. Indeed, in SAS Institute Inc v World Programming Ltd [2020] 1 C.L.C. 816, for example, the Respondent’s English action for breach of contract and copyright infringement having been dismissed, the Respondent then brought proceedings in the North Carolina courts which gave judgment in its favour on the differently constituted claims there. The English court declined to enforce that judgment on issue estoppel and other grounds. The Respondent then sought to enforce the North Carolina judgment in the US, including by way of assignment and turnover orders against debts owed to the Appellant. The Appellant sought anti-enforcement injunctive relief in the English court. The Court of Appeal held that, although the US courts had in personam jurisdiction over the Appellant, they did not have subject matter jurisdiction over debts owed to the Appellant in England. As such, although it was not possible to grant anti-suit or general anti-enforcement relief, the latter would lie to the extent of those assets within the jurisdiction of the English court since assignment or turnover orders from the US court directed to them would not conform to generally accepted international principles and would be of exorbitant effect.

71. The SJ Defendants also rely on the expert evidence of Mr Aued and the various reasons he gives for why an English decision on the bearer share claims would not be recognised in Panama. Mr Lee’s related evidence is that such a decision would be “capable of” recognition and enforcement, said to be somewhat ‘lukewarm’ on this aspect. In any event, the SJ Defendants say that it is implausible that the Fourth Chamber of the Supreme Court in Panama, which has exclusive jurisdiction with respect to the recognition and enforcement of foreign judgments, would enforce such a decision if inconsistent with the earlier decisions of the Panamanian courts in which the Claimants themselves have participated, either as intervenors or otherwise through their representatives.

72. Finally, the SJ Defendants say that subject matter jurisdiction is a question of substantive defence, not a point that might arise on a jurisdictional challenge under CPR, Part 11. In Shah v Immigration Appeal Tribunal and another [2004] EWCA 1665, the Court of Appeal recognised (at [8]) that, where an exclusionary law was engaged, the “procedural inhibitions” of CPR, Part 11 may have to yield to the principle that jurisdiction cannot be created by consent or acquiescence. Subject matter jurisdiction is an example of such an exclusionary law. In each of Mackinnon , Société Eram and Tonstate , there was no jurisdictional challenge under CPR, Part 11 (or its RSC predecessor). Rather, the challenge in those cases arose by way of defence based on the lack of sovereign authority of the English court to adjudicate on the relevant claim.

73. A number of other points were relied on by the SJ Defendants in their skeleton argument to support their subject matter jurisdiction argument and why it was said that this English court lacked authority to determine the bearer share claims. These points were only touched on briefly in oral argument, if at all, due to time constraints. They include the lack of justification for the exercise of jurisdiction as a matter of public international law, relevant exclusive jurisdiction principles of private international law (including under the EU and intra-UK jurisdictional regimes), the scope of the mutual recognition and enforcement of judgments regime under the Hague Judgments Convention 2019, more specifically on enforcement, evidence as to the enforceability of any English judgment on the bearer share claims under Swiss and Bahamian law, and relevant proper law aspects, including under the Rome I and II Regulations. I do not summarise here the related arguments, and how they are said to intersect with the bearer share claims and suggested lack of subject matter jurisdiction. I have, however, endeavoured to assimilate them following the hearing. No real prospect of success – relevant legal principles

74. As to the further basis advanced for the summary disposal of the bearer shareholding claims - no real prospect of success - the SJ Defendants say that the relevant question is simple: in light of the common ground as to the Claimants’ non-compliance with Law 47 by 31 December 2015, are the SJ Defendants correct that the effect of such non-compliance is the permanent cancellation of the bearer shares in Edelweiss and Gatiabe or are the Claimants correct to say that the only consequence of non-compliance is that the shareholders became temporarily unable to enforce their political and economic rights?

75. They also say that the position now presented to this court is materially different from when the jurisdiction challenge was brought before Trower J or the amendment application before me. Since then, we have had the judgments of the Panamanian courts and related experts’ reports, including from neutral court-appointed experts, who explain why the bearer share claims will fail under Panamanian law. Moreover, the representative of Oleg’s estate, having investigated the situation as a neutral, has also come to the view that Veronica is not the owner of Edelweiss on the basis of the cancelling effect of Law 47 on the bearer shares. Accordingly, far from Mr Aued (who is of the same view) being in a minority of one, it is, in fact, the Claimants’ expert, Mr Lee, who finds himself in that solitary position.

76. The SJ Defendants applied under (i) CPR, Part 3.4(2)(a) to strike out the bearer share claims against them on the basis that the statement of case disclosed no reasonable grounds for bringing the claim (ii) CPR, Part 3.4(2)(b) to strike out those claims on the basis that they were an abuse of the court’s process or were otherwise likely to obstruct the just disposal of the proceedings and (iii) CPR, Part 24.2 for summary judgment on the basis they had no real prospect of succeeding on those claims and there was no other compelling reason why the case should be disposed of at trial.

77. I consider (ii) above in the context of abuse of process. In relation to (i) and (iii) above, there was no dispute as to the applicable principles. However, the SJ Defendants emphasised that the approach the court should adopt on an application such as this involving foreign law was helpfully illuminated by the judgment of Jacobs J in WWRT v Zhevago [2024] EWHC 122 (Comm) , including (at [59]) where he sets out the familiar principles on summary judgment applications, themselves summarised by Picken J in ArcelorMittal North America Holdings LLC v Ravi Ruia et al [2022] EWHC 1378 (at [26]-[28]):- “[26] The principles in relation to a defendant’s summary judgment application were set out in Easyair Ltd v Opal Telecom Limited [2009] EWHC 339 (Ch) at [15]. Those principles have been recited in many subsequent cases, including perhaps most recently by me in JJH Holdings Ltd v Microsoft [2022] EWHC 929 (Comm) at [11]: (i) the Court must consider whether the claimant has a ‘realistic’ (as opposed to a ‘fanciful’) prospect of success; (ii) a ‘realistic’ claim is one that carries some degree of conviction, which means a claim that is more than merely arguable; (iii) in reaching its conclusion the Court must not conduct a ‘mini-trial’, albeit this does not mean that the Court must take at face value and without analysis everything that a claimant says in statements before the court; and (iv) the Court may have regard not only to the evidence before it, but also the evidence that can reasonably be expected to be available at trial. Furthermore, where a summary judgment application turns on a point of law and the Court has, to the extent necessary, before it ‘all the evidence necessary for the proper determination of the question,’ it ‘should grasp the nettle and decide it’ since the ends of justice are not served by allowing a case that is bad in law to proceed to trial. [27] As to (iv), the Court will “be cautious” in concluding, on the evidence, that there is no real prospect of success; it will bear in mind the potential for other evidence to be available at trial which is likely to bear on the issues and it will avoid conducting a mini-trial: King v Stiefel [2021] EWHC 1045 (Comm) at [21] (per Cockerill J). [28] Furthermore, as Fraser J also recently put it in The Football Association Premier League Limited v PPLive Sports International Ltd [2022] EWHC 38 (Comm) at [25], on a summary judgment application the Court must “always be astute, and on its guard” to an applicant maintaining that particular issues are very straightforward and simple, and a respondent attempting to dress up a simple issue as very complicated and requiring a trial.”

78. As to the approach to foreign laws in the summary judgment context, Jacobs J noted (at [60]) that:- “An issue of Ukrainian law is viewed, in the context of English proceedings, as an issue of fact, not an issue of law. Where such an issue arises in the context of a summary judgment or “serious issue to be tried” argument, I see no reason why the court should adopt any different approach to that which it usually adopts, when addressing issues of fact in the context of summary judgment applications or deciding whether there is a serious issue to be tried. The court must consider whether the factual point raised carries the necessary degree of conviction to reach the threshold of having a real, as opposed to a fanciful, prospect of success. A court is therefore not required to take at face value and without analysis everything that a claimant says in statements before the court, and I take the view that this applies equally to statements made by an expert witness as to the law of a particular country, however distinguished that expert might be. Where, as in the present case, experts have provided extensive reports with citations of legal materials, the court is well equipped to understand the basis of the argument being advanced, and to assess whether it has the necessary degree of conviction to pass the relatively low hurdle of “serious issue to be tried”.

79. The issue in WWRT (arising in a jurisdictional context) was whether, as a matter of Ukrainian law, the particular assignment of rights of claim with respect to certain loans and guarantees encompassed claims for the related tortious rights which WWRT sought to pursue. Although there was a dispute between the Ukrainian law experts on the point, and despite Ukrainian law being treated as a question of fact by the English court, Jacobs J concluded (at [87]) that there was no serious issue to be tried. In coming to that view, he found that, despite the contractual basis of the alleged assignment, the terms of the assignment itself did not effect a transfer of tortious claims, the authoritative sources of Ukrainian law did not provide for the automatic transfer of tortious claims in the absence of such agreement, the imposition of an assignment of tortious rights where they had not been agreed would be a surprising proposition given the principle of freedom of contract and the importance of the agreed terms suggested by the decisions of the Supreme Court in the assignment context and the cases relied on by WWRT were neither recognised sources of Ukrainian law nor did they squarely decide the point.

80. The SJ Defendants say that the situation in WWRT was not totally dissimilar from the situation in this case. In WWRT , Jacobs J looked at the assignment document and what the parties had submitted in light of Ukrainian law, holding that, on its face, the document did not transfer the tortious rights and that there was nothing in the principles of Ukrainian law that transferred the tortious rights if not transferred by the contractual document itself. In this case, we have Article 21 of Law 47 describing, in both unamended and amended forms, the consequences of non-compliance. On its face, the former says that the political and economic rights inherent to the shares cannot be exercised in a definitive manner, the latter deeming the cancellation of those rights by operation of law. The question is whether somehow that cancellation is not the case despite what it says on the face of the legislation. Real prospect of success – the suggested suspensory effect of Law 47

81. I have already set out above Mr Aued’s articulation in his third report of the suggested effect of, and consequences of non-compliance with, Law 47. In his fifth report from 18 February 2025, Mr Lee engages with Mr Aued’s third report and concludes that:- “63. In paragraphs 111 to 120 of Mr Aued’s third report, he asserts that the effect of non-compliance with Law 47 by the end of the transition period on 31 December 2015 was that the political and economic rights attached to the relevant bearer shares were “extinguished by application of law”. In particular, he notes that Article 21 of Law 47 was amended by Law 52 of 2016, such that it currently provides, in translation: “ Article 21. Breach in the delivery in custody of bearer shares certificates issued prior to the entry into effect of this law. In cases where the owner has not delivered in custody the respective certificate, the political and economic rights inherent to such share shall be deemed cancelled by application of law .” …………….

65. The word that has been translated as “cancelled” (in Spanish, “cancelados”) must be understood in its proper context, which includes the constitutional provisions that I addressed in my third report at paragraphs 10 to 13. In summary, the Panamanian courts would interpret Article 21 such that a failure to deposit a bearer share certificate into custody by the deadline of 31 December 2015 would not result in the expropriation of the shares represented by the share certificate. I note that Mr Aued does not address these points in his third report.

66. Another point which I made in my third report at paragraph 14, but which Mr Aued has not addressed in his third report, is that the alleged effect of Article 21 could have bizarre consequences where the only shares in a company are bearer shares that were not deposited before 31 December 2015. If Mr Aued were correct, those shares would be extinguished, there would not be any shareholders entitled to appoint directors and there would not be any shareholders (or other persons) to whom dividends could be paid or capital could be distributed. Mr Aued does [sic] explain how, on his analysis, such a company would operate or for whose benefit.

67. As I explained in my third report, the effect of Article 21 is, in effect, to suspend the shareholder’s political and economic rights until such time as the bearer share certificate is deposited with an authorised custodian (either in Panama or abroad). Once such a deposit is made, the holder of the bearer share certificate can exercise their political and economic rights as shareholder, including by voting at a meeting of the company’s shareholders. This would be, however, a novel issue for the Panamanian courts to decide, as I am not aware of any judgment, and particularly any judgment of the Supreme Court, that decides whether late compliance is possible. The apparent absence of such a judgment is probably a consequence of there not yet being a case in which someone has challenged the continuing rights of the holder of a bearer share certificate who deposited the certificate after 31 December 2015.”

82. Mr Lee then goes on to consider what Mr Aued’s analysis would mean for the issue of registered shares in Edelweiss and Gatiabe in this case, concluding (at [75]) that:- “In short, Mr Aued has not explained how shares could have been validly issued to any of Merenguito, Hemaren, Delos and Wlamil if, at the end of 2015, all of the shares in both Edelweiss and Gatiabe took the form of bearer shares whose rights were then extinguished, such that, after 31 December 2015, there were no shareholders and no shares to be transferred to Merenguito and Delos (or in turn to Hemaren and Wlamil).”

83. To a similar end, Mr Lee says (at [76]) that, on Mr Aued’s analysis, Gatiabe could not have been reactivated in 2018 if the shares in that company had been extinguished at the end of 2015.

84. As to the explanation for, and objective of, Law 47, Mr Lee also observes that:- (i) On Mr Aued’s logic, after 31 December 2015, the sole shareholder and, therefore, the companies, would be unable to pass a shareholder resolution to approve the custody regime. Law 47 was not intended to result in such deadlock where it was impossible for a company’s shareholders to either exercise their rights or take any steps to remedy the position ([78]); (ii) The explanatory statements for both incarnations of the law did not suggest that the consequence of non-compliance would be extinction of bearer shares or the property rights of the holders of those shares. If anything, the statement for the original version suggested otherwise ([79]-[80]); (iii) He disagrees with Mr Aued’s assertion that, if Law 47 allowed for late compliance, its purpose would be undermined because “the holder of bearer shares could remain in anonymity for an extended and undetermined period, until a need to deposit or replace the share arose, which would defeat the purpose of Law 47 of 2013.” The period of “anonymity” would be one in which the shareholder could not vote, receive dividends or transfer their shares. The temporary suspension of rights until the bearer share certificate was deposited would be sufficient to achieve the purpose of Law 47 to prevent acts related to money laundering, financing of terrorist activities, tax evasion and other unlawful conduct without infringing the constitutional protection against the expropriation of property ([82]); and (iv) The purpose of Law 47 would not be furthered if it were possible for there to be a company without shareholders, it being unclear to whom the profits and assets of such a company could be paid or distributed and there being no person with any obvious standing to supervise the company or to bring proceedings in relation to the directors’ control and use of the company’s assets. That would not be consistent with the purpose of Law 47 ([83]).

85. Finally, Mr Lee considers it notable that the sanction imposed by Article 21 arises only if the share certificate is not deposited before the deadline. Article 21 does not provide that the sanction arises from the absence of a resolution from the company’s directors or shareholders approving the company’s adoption of the custody system, or a failure to register any such resolution with the Panamanian Public Registry ([85]). Real prospect of success – the SJ Defendants’ arguments

86. As a preliminary point, the SJ Defendants note that Mr Lee’s initial opinion on Law 47 in his third report from 10 January 2024 was based on the wrong (unamended) version of Law 47. As to Mr Lee’s more recent observations on the effect Law 47, the SJ Defendants say that he fails to pay proper regard to its pre and post amendment language, the former talking in terms of the inability to exercise in a definitive manner the political and economic rights inherent in the shares, the latter, very differently - in fact, terminally - the deemed cancellation of those rights by operation of law. That wording does not admit of Mr Lee’s argument as to the temporary suspension of the political and economic rights attached to the bearer shares, a thesis that fails to address the relevance of, and obvious distinction between, the terms ‘definitively’ in the original or ‘cancelled’ in the current version, the latter targeting title to the bearer shares themselves which have now lost their effect and rights.

87. The SJ Defendants also note that the law did not take effect overnight. Law 47 was first published in the Official Gazette on 6 August 2013 and was intended to enter into force two years later (with the initial transition set until 6 August 2018). Subsequently, the entry into force of Law 47 and the transition period that applied were accelerated by means of Law No. 18 of 2015. As a result, Law 47 entered into force on 4 May 2015 and the transition period to adopt the custodian regime set to end on 31 December 2015. Accordingly, the plain intention of the Panamanian legislature was to limit (not extend) the transition period and therefore prohibit the adoption of a custodian regime after the deadline for compliance with the law had passed.

88. The SJ Defendants also emphasised Mr Aued’s evidence concerning the consequences of the Claimants’ interpretation of Law 47, namely that it would deprive the custodianship requirement of any practical effect as a bearer shareholder could remain unregistered indefinitely until the holder wished to exercise control over the company. Law 47 clearly contains its own hard deadline of 31 December 2015. Mr Aued’s fourth report develops his view that Law 47 was not, as Mr Lee maintains, “transitory or suspensive in nature”, a view reinforced by the fact that the amending Law 52 of 2016 entered into force on 1 January 2017 (after the transition period had expired) without a suggestion that “the intention was for the effect to be suspensive or for late compliance to be permitted”.

89. As for Mr Lee’s suggestion that Law 47 would be interpreted in a manner consistent with the Panamanian constitution such that it would not result in the expropriation of the shares, Mr Aued was not aware of any Supreme Court Plenary Assembly decision to that effect. Until such a decision had been made, the lower courts would be required to construe the provision in accordance with its express language. Interpreting Law 47 as having merely temporary or suspensive effect would directly contradict a clear legislative provision.

90. As for the point about the cancellation of bearer shares leaving a ‘gap’ in ownership, although that issue is not before this court, Mr Aued’s view is that, since corporations are generally managed by the directors rather than shareholders, the directors should be permitted to issue new (registered) shares and have the court, as a prudential measure, confirm the legality of their issue. In that way, any gap would be ‘plugged’. In this regard, the Claimants’ ‘self-help’ measure of causing registered shares to be issued to themselves in January 2022 by way of replacement of the bearer shares was ineffective: only the legitimately appointed board of directors (not the Claimant’s illegitimate appointees) had the power to issue registered shares; those steps were taken many years after the bearer shares had already been cancelled; those steps were also taken in reliance on the bearer shares but the companies had not adopted the bearer share custodian regime by 31 December 2015; nor was it possible to seek to ratify these steps in July 2022 by suggesting that the bearer shares had been placed into custody relying again on bearer shares in respect of which there had been no compliance with the custody regime. Nor would mere deposit with a custodian have been sufficient in any event, the relevant resolution to be adopted by the directors or shareholders also having to be recorded at the Panamanian Public Registry.

91. Furthermore, the Claimants’ position has now been rejected several times by the Panamanian courts in disputes relating to the very bearer shares in question in this case. Each of the relevant judgments declared as null and void the challenged corporate acts undertaken on the Claimants’ behalf, those acts necessarily dependent for their validity on Loudmila being the holder of the entirety of Gatiabe’s shares and Veronica the entirety of Edelweiss’ shares. Indeed, the courts’ reasoning was articulated by specific reference to non-compliance with Law 47. At the Hearing, the SJ Defendants took me carefully through each of the five judgments, albeit placing particular emphasis on the following:- (i) Judgment 52 in relation to Edelweiss dated 20 August 2024 (upheld on appeal on 30 January 2025) which concluded that:- “Thus, then, by examining the transcribed rule and the provisions mentioned above, we can highlight that if the owner of the bearer share certificate did not deliver it into custody according to the procedure indicated by the Law, the political and economic rights are understood to be cancelled; in other words, the owner loses their capacity to exercise their right at the company’s shareholders’ meeting.” And later:- “Given the foregoing, it has been evidenced that the action led by Ms Yessica Carew Moreno de Murgas as ad-hoc Chairperson of EDELWEISS INVESTMENTS INC. , covered by Bearer Share Certificate no. 3 dated 17 March 2011, was an illegitimate action, since the defendant company was not subjected to the custody regime and, therefore, the owner loses their right to exercise powers at the shareholders’ meeting (if they ever had a right to said powers).” (ii) The two court-appointed experts in those proceedings who, in addressing a series of questions on the application of Law 47, endorsed what the SJ Defendants say is its clear effect. Despite Mr Lee’s suggestion that the use of such court-appointed experts was unusual, this court was able to have regard to them on the Applications as opinions of neutrals with no vested interest, their views coinciding with that advanced by the SJ Defendants. As to those views:- (a) Mr Alfredo Tejada opined in relation to bearer shares issued before the entry into force of Law 47 that bearer share certificates must be delivered to an authorised custodian by no later than 30 December 2015, failing which, “the voting and economic rights inherent to these bearer shares will be deemed to have been cancelled under the law by virtue of the provisions of article 21 of law no. 47.” (b) Mr Jose Cuevas opined that “ …. the law is clear and sets out the sanctions for non-compliance with the same. In this context, the law does NOT allow the holder of bearer shares who has not delivered their shares at custody prior to December 31, 2015 to exercise any economic or voting rights in the company. Therefore, our starting point must be that the limited company should have cancelled the bearer share certificates if the owner had not by the deadline stipulated in law, [sic] supplying the custodian information and affidavit required by law by the deadlines stipulated in law.” (iii) Judgment 14 in relation to Gatiabe dated 27 March 2024 (upheld on appeal on 25 November 2024) concluding that there was no evidence that Gatiabe had adhered to any share custody or immobilisation regime for the bearer shares prior to the deadline established by Law 47. As such, Loudmila “may definitively not exercise the political and economic rights recognised by the law vis-à-vis the issuing company.” The court also declared that the bearer share which served as the basis for the impugned resolutions was “illegal” by operation of the law.

92. Accordingly, the Claimants’ argument as to the supposed temporary effect of non-compliance with Law 47 has been rejected in terms by the Panamanian courts in relation to these very shares. Although there is no formal doctrine of precedent in Panama, Mr Aued says that the oral process decisions will carry “significant weight in any other Panamanian judge’s assessment of relevant matters”. Given the clarity of the law and the consistency of the five decisions of the Panamanian courts seized of this issue, the Claimants’ claims as against Edelweiss and Gatiabe as to the ownership of the shares in those companies have no real prospect of success.

93. The SJ Defendants also say that the Claimants’ position does not improve by reason of its reliance on the Panamanian judgments being procured on the basis of forged documents. Not only is that wrong, it is irrelevant since the argument has no impact on those parts of the reasoning of the Panamanian courts which addressed the effect of Law 47. For example, Hemaren showing that it was the registered owner of the shares in Edelweiss was for the purpose of establishing its standing, not the central question of the invalidity of the bearer shares. There is no reason to think that the alleged fraud, if known, would have affected the judgment of the courts and it is, therefore, not ‘operative’ in relation to the Panamanian judgments (see Gelley v Shepherd [2014] 1 P. & C.R. DG5 per Sales LJ at [49]-[50], cited in Superior Composite Structures LLC v Malcolm Parrish [2015] EWHC 3688 (Admin) at [5]). The position is a fortiori here where the SJ Defendants do not rely on the Panamanian judgments as being binding per se on the Claimants rather than relying on the reasoning as to the effect of Law 47 to show that there is no real prospect of success, that reasoning unaffected by the alleged fraud. In any event, the alleged backdating of documents would add nothing where, as Mr Lee appears to accept, directors and shareholders of a Panamanian company are able to ratify such actions and the directors and/ or shareholders of Gatiabe and Edelweiss have, by their subsequent actions, clearly done that here.

94. In this regard, the SJ Defendants say that the Claimants and Mr Lee sit apart from the clear language of, and background to, Law 47, the Panamanian judgments, three Panamanian law experts (two independent appointees by the Panamanian courts) and the Defence and Counterclaim of Oleg’s estate in these proceedings. By reason of the failure to use the custodianship procedure by 31 December 2015, the bearer shares ceased to have any effect or carry any rights. Even if the court were to consider that it had subject matter jurisdiction over the bearer share claims, on the materials presented and applying the approach indicated by Jacobs J in WWRT , these should be struck out as failing to comply with Law 47. Abuse of process

95. Finally, the SJ Defendants say that this court has the inherent power to prevent the abuse of its procedures by actions which, although not an express breach of its rules, nevertheless give rise to manifest unfairness to another party or bring the administration of justice into disrepute. Although the categories of abuse are not closed, the SJ Defendants rely on three established categories of relevance cited by the Court of Appeal in Municipio de Mariana and others v BHP Group (UK) Ltd [2022] 1 W.L.R. 4691 (at [172]-[175]), namely:- (i) Attempts to re-litigate issues raised, or which could and should have been raised, in previous proceedings even if not strictly res judicata ( Johnson v Gore Wood & Co [2002] 2 A.C. 1 , p.31A-F); (ii) Collateral attacks on earlier decisions ( Hunter v Chief Constable of West Midlands Police [1982] A.C. 529 , p.541B); and (iii) Proceedings that, although raising an arguable cause of action, are nevertheless objectively pointless and wasteful ( Schellenberg v British Broadcasting Corpn [2000] E.M.L.R. 296, 319).

96. The SJ Defendants say that this is a paradigm case of abuse of process for at least the following three reasons:- (i) The Claimants purported to appoint Ms Carew as ad hoc chairperson of Gatiabe and Edelweiss on 19 January 2022 and instructed her to represent those companies in the oral proceedings against Wlamil and Hemaren in Panama, leading to, respectively, Judgments 14 and 52. The effect of Law 47 having been litigated in those proceedings already, it is wholly unfair to the SJ Defendants (and an abuse of process) that they should to have to re-litigate the same issue in England; (ii) The Claimants are also seeking to have a second bite of the cherry, litigating in Panama the question of ownership based on bearer shares, including the same issue about Law 47 which, if they lose, they wish to re-litigate in England on the basis that the English court should re-interpret Panamanian law. This is wrong and wasteful of time, money and this court’s resources and such duplicative litigation brings the administration of justice into disrepute; and (iii) It is not only unfair to the SJ Defendants, it is also unfair to the directors of Edelweiss and Gatiabe (nationals of, and resident in, Panama) and to third parties (bankers, suppliers and lawyers) who could face the prospect of a claim for having acted without authority or having dealt with unauthorised persons, not an idle concern given the threats that the Claimants have made based on a future English court decision.

97. The SJ Defendants relied, in particular, on the following:- (i) The Claimants commencing the oral process claims in Panama in 2022 against Edelweiss and Gatiabe in respect of certain resolutions passed by those companies; (ii) The further oral process proceedings brought later in 2022 in response to the various resolutions which the Claimants caused to be passed as part of their so-called ‘corporate raid’ in Panama; (iii) The ordinary proceedings commenced in 2023, seeking declarations that Hemaren and Wlamil were the respective shareholders of Edelweiss or Gatiabe, not the Claimants; (iv) The Claimants’ participation in all these proceedings, including as:- (a) the party initiating the oral process claims; (b) the party subsequently participating in the oral process claims brought by Hemaren and Wlamil, either by formal intervention in the Wlamil/ Gatiabe case or effective representation through the auspices of Ms Carew in the Hemaren/ Edelweiss case; and (c) an active participant in the ordinary proceedings including, since the amendment application before me, and without objection to jurisdiction, the filing of evidence and submissions and participation at hearings; (v) These Panamanian proceedings being the result of the Claimants’ attempted ‘self-help’ by launching a corporate raid in Panama, holding a series of shareholder and directors’ meetings, a strategy that has spectacularly backfired; (vi) Having got into such difficulty in Panama, the Claimants now wish to bring the proceedings there to an end by using the injunction to cut off the funding for Edelweiss, Hemaren and their lawyers for those proceedings; (vii) If they are unsuccessful in that endeavour and fail in Panama (as they have to date), the Claimants will nevertheless re-litigate the same issue in England, reserving the ability to say that the English proceedings trump the outcome in Panama; and (viii) There is simply no need at all for these issues to be litigated in two places.

98. In addition, the SJ Defendants relied on (i) their arguments in relation to subject matter jurisdiction and ‘no real prospect of success’ (ii) the Claimants’ repeated but unjustified attempts to call shareholder meetings and their conduct in Panama which led to the filing of criminal complaints by Hemaren and Wlamil in 2022 (iii) an attempt to forge a judgment of the Panamanian court in an apparent attempt to overcome Judgment 48 (iv) the ‘judgments procured by fraud’ point being again logically irrelevant to abuse of process but, if anything, the Claimants’ failure to raise the point in Panama when there is an available procedure to do so making it even more vexatious to pray in its aid in this jurisdiction and (v) to the same (abusive) end, failing to raise in the oral process claims the arguments now advanced in this court as to the constitutionality of Law 47 and potential violation of the Claimants’ property rights save only on the appeal against Judgment 52.

99. Given these matters, this is one of those relatively rare cases where English proceedings should be regarded as an abuse of process even though there is no res judicata or issue estoppel based on foreign judgments (see MAD Atelier International B.V. v Manes [2020] Q.B. 971 (at [81]), citing Standard Chartered Bank (Hong Kong) Ltd [2015] 2 Lloyd’s Rep. 183 , as affirmed on appeal: Standard Chartered Bank [2016] 1 C.L.C. 750). SJ Application - discussion (a) Subject Matter Jurisdiction

100. The SJ Defendants characterised subject matter jurisdiction as an “emerging doctrine”. The Claimants were less generous, characterising it as “mythical”, also suggesting that Lord Millett in Société Eram cut a somewhat lonely figure, the other members of the House of Lords agreeing with his proposed disposal but not the reasoning. On the Claimants’ point, in addressing the dispute as to whether the ratio in Société Eram applied to foreign debts generally or certain third party debt orders more narrowly, Lawrence Collins LJ in Masri put matters in this way (at [42]):- “It seems to me that deciding whether there is one ratio or two is a sterile and unnecessary exercise. Four members of the House gave long and considered opinions, and those of Lord Bingham and Lord Hoffmann each had the express assent of a majority. I can discern no conflict between them, or with any authority which binds this court, and I propose to treat the statements of view in that decision (whether strictly ratio or not) as being authoritative.”

101. The same holds in the context of the present discussion on subject matter jurisdiction. Lord Bingham recognised (at [22]-[23]) the circumspection of the English court indicated by the authorities when granting orders seeking to regulate the conduct of persons overseas and the distinction drawn between personal jurisdiction (ie: who can be brought before the court) and subject matter jurisdiction (ie: the extent to which the court can claim to regulate those persons). Lord Hobhouse too recognised the principle (at [75]). Lord Hoffman did not use the term ‘subject matter jurisdiction’ but referred to those authorities (including his own earlier first instance judgment in Mackinnon which did) concerning orders for the production of information about bank accounts held in foreign jurisdictions which had been refused as infringing principles of international law. Lord Millett did not use the term either but explained (at [78]), and not dissimilarly from the other speeches, the principle as connoting “the territorial reach of the legislative powers of Parliament and the adjudicative powers of the court” and how, in those cases, “jurisdictional limits are self-imposed as a matter of principle and in order to conform to the norms of international law.”

102. Given their Lordships’ articulation of the principle, it seemed to me that the Claimants’ ‘mythical’ rubric was wide of the mark. Likewise, it was unclear why the SJ Defendants suggested that the principle was an ‘emerging’ one. Even if, as Lord Hobhouse noted (at [75]), “there are relatively few examples in English procedural law”, the principle appears to be well established and recognised, including in later authorities such as Masri , Tonstate and SAS Institute . The suggestion of the emergence of the rule appears to be based largely on Lord Millett’s reference (at [80]) to the territoriality of sovereignty, both legislative and (seemingly importantly to the SJ Defendants’ argument) adjudicative , which “may be exercised only in relation to persons and things within the territory of the state concerned or in respect of its own nationals”, and the court’s self-imposed limits in the exercise of its jurisdiction. The SJ Defendants appeared to suggest that reference to sovereignty of an adjudicative nature in Lord Millett’s speech identified a wider rule of subject matter jurisdiction and/ or a unifying principle rationalising assorted examples of cases, such as foreign land or intellectual property rights, not limited to enforcement sovereignty. They also argued that this principle should extend to the bearer share claims on the basis that this court had no authority to adjudicate on the rights of shareholders against a Panamanian company domiciled in Panama in relation to Panama sited shares.

103. At the Hearing, I canvassed with the SJ Defendants on what basis the court could wrestle with, and finally dispose of on a summary basis, the application of a suggested emerging principle to a new type of case not previously implicated. They fairly recognised the court’s hesitation before embarking on that course but said that the court had the power to determine the matter summarily and, if not by reference to subject matter jurisdiction, then by on one or both of the other bases relied on. With the judgments from the Panamanian courts, and ongoing parallel litigation in (at least) two jurisdictions, also risking competing judgments, the parties are now careering towards a potentially very difficult situation. Having considered the subject matter jurisdiction argument closely, I have come to the view that it cannot sensibly be disposed of on a summary basis. In considering the parties’ arguments, I found the following aspects, in particular, potentially problematical:- (i) The existing authority on subject matter jurisdiction indicates its engagement where (a) one state attempts to seize assets within the jurisdiction of the foreign state or compel its citizens to do acts within the foreign state’s boundaries and (b) a third party abroad is put in the position of having to choose between being in contempt of the English court or having to disregard its obligations under a law which does not regard English law as a valid excuse; (ii) Professor Hartley appears to express these concepts as, respectively, (a) jurisdiction to enforce and (b) jurisdiction to ‘prescribe’ which he contrasts with (perhaps controversially as a separate category recognised in public international law) (c) jurisdiction to adjudicate, being the power to subject persons or things to legal proceedings and mainly focused on the parties’ interests, albeit state interests are taken into account; (iii) By making the bearer share claims, the Claimants do not appear to invite the court to exercise a jurisdiction to enforce or to preclude rather than to decide the question of whether Loudmila and Veronica are the respective sole owners of the shares in Gatiabe and Edelweiss under the proper (Panamanian) law; (iv) As noted, the SJ Defendants’ argument drew significance from Lord Millett’s reference in Société Eram to the phrase ‘adjudicative sovereignty’ but this did not seem to indicate a basis for some broader rule or unifying principle of subject matter jurisdiction as opposed to another way of expressing generally the exercise of judicial (contrasted with legislative) power; (v) The SJ Defendants also seemed to draw significance from Lord Millett’s use of that term in contradistinction to the expression ‘enforcement sovereignty’. However, as Lords Millett and Bingham went to some length to explain, the third party debt order in Société Eram did represent the exercise of enforcement powers. The reality of its enforcement effect was a decisive factor in that case; (vi) As to the suggested unifying principle indicated by Lord Millett being a force for rationalisation of other cases such as those involving foreign land or intellectual property rights, Lucasfilm explored closely the principles underpinning them, including the Moçambique rule, and areas of overlap. Although related considerations of international law, sovereignty and comity arise, those principles do not appear to rely on Société Eram for their provenance or rationale which are, in any event, now significantly diminished in their reach; (vii) Moreover, if there were an emerging principle, it was not clear why this case might fall on one side of the line or the other. That was rather emphasised by the SJ Defendants’ written submissions in which they appeared to suggest, more broadly, that claims involving foreign property or the conduct of the internal affairs of foreign companies might engage subject matter jurisdiction. However, matters were expressed rather more narrowly at the Hearing; (viii) In oral submission, the SJ Defendants’ focus instead was on the rights of the shareholder in, and as against, the company itself, contrasted with disputes between shareholders or parties who had contracted in respect of the relevant shares. The SJ Defendants accepted that the latter type of dispute might be justiciable in this jurisdiction even where Law 47 was also engaged. It was not clear why this distinction should make such an important difference when both situations might engage the same issue as to the ownership of, or rights enjoyed in, those shares; (ix) Indeed, the English courts frequently hear claims involving the application of foreign laws to determine the validity of actions undertaken by, or the existence or validity of rights involving, foreign individuals, corporate bodies and public bodies in relation to movable assets or choses in action in foreign states, including shares; (x) To that end, the Claimants pointed to a number of cases in which the English courts have found it unobjectionable for rights in relation to foreign companies and their shares to be decided other than at the place of incorporation, including Konamaneni v Rolls Royce Industrial Power (India) Ltd [2002] 1 WLR 1269 in which Lawrence Collins LJ held in relation to issues of internal management of companies that:- “ … the courts of the place of incorporation are very likely indeed to be the appropriate forum, but not so overwhelmingly that they will necessarily be the exclusive forum … For example it may be wholly unjust to require recourse to an offshore haven to pursue fraudulent directors in a case which has no connection with the jurisdiction other than that it is the place of incorporation. ” (xi) The Claimants also relied, for example, on Pattni (order of a Kenyan court requiring, inter alia , the replacement of Manx company board members unobjectionable in principle), 889457 Alberta Inc v Katanga Mining Ltd [2008] EWHC 2679 (Comm) (English court having jurisdiction to determine the claimant’s membership of a Congolese company for the purpose of the exercise of shareholder pre-emption rights), Texan Management Limited v Pacific Electric Wire & Cable Company Limited [2009] UKPC 46 (Hong Kong court deciding ownership of shares in a BVI company not objectionable), Durnont Enterprises Limited v Fazita Investment Limited [2023] EWHC 1294 (Ch) (England the appropriate forum in a derivative action concerning a Cyprus company), and others besides; (xii) It was unclear why the dispute being concerned with shareholder rights in foreign companies involving the companies themselves might elevate the matter to one of substantive defence as opposed to bringing more sharply into focus the exercise of the court’s adjudicative discretion; and (xiii) In this regard, the fact that CPR, Part 11 (or its predecessor) might not have been engaged or invoked in cases such as Mackinnon , Société Eram and Tonstate did not seem particularly surprising given the nature of the orders in those cases (third party disclosure and enforcement) and their targets not appearing to be parties to the underlying substantive claims.

104. Although these are provisional observations and I have reached no concluded view on the matter, I am unable to say - to use the SJ Defendants’ words - that “Cs have no real prospect of establishing that the English court has subject matter jurisdiction in respect of the Bearer Shareholding Claims, as a matter of principle .” Given some of these matters, it seems that they do have a real prospect.

105. Since this ground was said to engage a principle of English law, albeit an emerging one, the court considered whether it should go on to decide the point finally now. However, I consider that there are compelling reasons why this aspect of the SJ Application cannot sensibly be determined at this stage. Looking at the SJ Defendants’ overarching arguments, for example, some draw on matters of Panamanian law, including as to the purpose, effect and public policy implications of Law 47 and how the Panamanian courts themselves might view their own jurisdiction to determine the bearer share claims, aspects of which are disputed by the Panamanian law experts.

106. Moreover, a number of those arguments seemed more appropriately directed towards an enquiry into the exercise of the court’s adjudicative discretion, many resonant of those already argued before me in 2023 and the multi-factorial approach adopted then. However, as the SJ Defendants impressed upon me, subject matter jurisdiction is not a question of discretion rather than one of the court’s authority . It was unclear to me why some of those matters relied on might be relevant to that authority question or what their necessary or sufficient cumulation might be to take the bearer share claim ‘over the line’ and into the realm of subject matter jurisdiction.

107. There is also a practical reason: the focus of submission at the Hearing was, understandably, subject matter jurisdiction as a matter of English law. However, the SJ Defendants relied on a vast amount of additional material to support its arguments, including public and private international law authority and commentary, evidence of Swiss and Bahamian law on enforcement of foreign judgements and other foreign law materials. As noted, this was barely touched upon at the Hearing due to time constraints. The court has done its best to assimilate the material but this is not a satisfactory basis on which a summary determination can be made in relation to the application of an emerging principle to a new category of case not the subject of a prior decision of the English court.

108. Accordingly, I have concluded that the suggested non-justiciability of the bearer share claims on account of subject matter jurisdiction is appropriately addressed at trial. (b) Real prospect of success

109. In some senses, the ‘no real prospect of success’ argument proper did afford a more conventional basis for the SJ Application. (i) Law 47

110. Although there was extensive evidence and submissions on Law 47, it is helpful to summarise here those articles of the law concerning the requirements of the bearer share custody regime and the consequences of non-compliance:- (i) Article 4 (in the form introduced by Law 18 of 2015) provides that bearer share certificates issued before Law 47 came into force had to be delivered to an authorised custodian, together with an affidavit containing name and address information for the owner of the bearer shares and the relevant company within the stipulated transition period. The board of directors of the company or its shareholders’ meeting also had to authorise the company to adopt the custody system created by Law 47, such authorisation to be recorded in the Public Registry of Panama. (ii) Article 5 (in the form also introduced by Law 18 of 2015) provides that any company that issued bearer share certificates after Law 47 came into force had to deliver them to the authorised custodian appointed by the owner, together with the affidavit referred to in Article 9(1) within 21 days from the date on which the issue of the bearer shares was approved. Moreover, the board of directors of the company or its shareholders’ meeting had to authorise the company to use the custody system created by Law 47, such authorisation to be registered in the Public Registry of Panama. For the purposes of appointing the authorised custodian, the owner had to provide the issuing company with their full name and address details. The company had to cancel the issue of bearer shares if the owner did not do so within the period stipulated. (The Claimants observe here that the failure to deliver bearer shares issued after Law 47 came into force within the stipulated period led to the cancellation of the issue of the bearer shares , contrasted with the cancellation of voting and economic rights under Article 21.) (iii) Article 21 (in the form introduced by Law 52 of 2016) provides in relation to bearer share certificates issued prior to the entry into effect of Law 47 that, where the owner had not delivered into custody the relevant certificate, the political and economic rights inherent to such share were deemed cancelled by application of law. (As noted, the SJ Defendants rely on the more draconian ‘cancellation’ language of this amended Article 21 to support their position that it was not of suspensive effect. They also point to the fact that the amendment to Article 21 to give effect to the cancellation of rights came into effect on 1 January 2017, a year after the 31 December 2015 deadline had expired, militating against Article 21 having suspensive effect. The Claimants point out that it was the non-deposit of bearer shares before 31 December 2015, not the non-compliance with the other requirements of Article 4 ( viz the company adopting and registering the custody system) that triggered the sanction in Article 21.) (iv) Article 25 (in the form introduced by Law 18 of 2015) provides with respect to bearer share certificates issued before the date on which Law 47 came into force a deadline of 31 December 2015 to replace them with registered share certificates or to place them into custody. After 31 December 2015, the articles of association were deemed amended by operation of law to prohibit the issuing of bearer shares, except in cases where the board of directors or the shareholders’ meeting had adopted a resolution prior to 31 December 2015 approving the company being subject to the share immobilisation system established by Law 47, and that resolution had been registered in the Public Registry of Panama. (The Claimants observed that the failure to adopt the resolution did not mean that a company could not have bearer shares. This provision concerned the issue of bearer shares after 31 December 2015, not those already issued.) (ii) Political and economic rights

111. As a preliminary matter, when I asked the SJ Defendants what was meant by political and economic rights, they submitted that this meant all the rights of a shareholder such that, in the event of non-compliance with Article 21, the relevant shareholder would not have any rights as against the company. Elsewhere in their submissions, they referred more simply to the cancellation of the bearer shares. The Claimants say that Article 21 is not so far reaching; it does not address the shareholder’s property interest in the shares, nor does it say that the shares themselves are cancelled. If the voting and economic rights did mean all the rights attendant upon the ownership of shares, the legislature would have used a simpler and more intelligible concept in Article 21 such as the cancellation of the shares or of all the rights, rather than of certain specified rights. The Claimants say that the legislature did not do so because the sanction provided for by Article 21 was suspensory in effect, meaning that any lost rights can be regained.

112. Given this difference between them as to the effect of Law 47, it was perhaps surprising that neither parties’ expert more explicitly addressed the threshold issue of the meaning and scope of voting and economic rights in a Panamanian company. At the Hearing, the SJ Defendants relied to that end instead on the evidence of the experts in the Hemaren and Edelweiss oral process claim (Case No. 17121-2022) who had imparted their interpretation to the Panamanian court as summarised below:- (i) Mr Alfredo Tajeda stated that Panamanian law does not expressly list the voting and/ or economic rights of a shareholder, albeit he explained by reference to Panamanian companies law that the former includes the right to call, vote at and be summoned to shareholder meetings and the latter the right to receive dividends and to participate in the liquidation of the company. He also explained the “consequence of the failure to comply with the requirements of said law for the validity of the bearer shares is that the voting [sic] an economic rights inherent to the bearer shares will be deemed to have been cancelled as of 1 January 2016.” Without those voting and economic rights, he says that the holder of a bearer share certificate “loses the ability to exercise the rights inherent to their status as a shareholder.” (ii) Mr José Cuevas identified in his report a number of what he described as voting or administrative rights and economic and property rights and explained by reference to Panamanian law that, subject to the provisions of the company’s articles, these may be enjoyed by the shareholders. He also said that, if a shareholder fails to file a declaration with a custodian by the stipulated deadline “they cannot exercise any rights” although this does not mean that shareholders acting in good faith “are unable to exercise their rights through legal action for damages resulting from a failure to observe the provisions” of Article 21. (It seems that this may be reference to the proviso effectively repealed with the introduction in 2016 of an amended Article 21.)

113. Despite those experts’ reports, and despite the obvious importance to the shareholder’s interest in a company of the right to vote in general meeting or to receive a dividend, it was still unclear whether the rights referred to in Article 21 were intended to be exhaustive of that interest such that their cancellation meant that Loudmila and Veronica would no longer be considered to be the respective sole shareholders of Gatiabe and Edelweiss. The court appointed experts explained the consequences of non-compliance with Article 21 as the inability to exercise rights but I was unable to discern clearly what this meant in terms of the scope of the rights implicated and whether, notwithstanding such cancellation, a shareholder continued to enjoy any interest in the company.

114. Mr Lee’s evidence was that an interpretation of Article 21 that led to the extinction of the bearer shares and of the property rights of the holders of those shares would be expropriatory in effect and unconstitutional. In answer to this, Mr Aued says that in the absence of a Supreme Court decision, the lower courts must apply the law as currently worded. However, that begs the question as to the meaning of that law on its terms and what exactly falls to be cancelled as a result of Article 21. This threshold issue was not sufficiently addressed in the evidence. (iii) The suggested suspensory effect of Article 21

115. Beyond that, and relying on Mr Lee’s evidence, the gravamen of the Claimants’ argument was that the cancellation envisaged by Article 21 is suspensory rather than of permanent effect. To that end, they rely on some of the matters already touched upon, namely the cancellation being expressed to be of certain rights rather than of the shares themselves, the contrast with the position under Article 5 on the issue of bearer shares after Law 47 came into effect which does expressly envisage the cancellation of the issue of shares (not rights) where there is non-compliance, and the potential unconstitutionality of the permanent deprivation of those rights. Set against that, and relying on Mr Aued’s evidence, the SJ Defendants emphasise the express language of Article 21 which is not couched in suspensory terms. Moreover, the contrast between the original language directed to the non-exercise of rights and the new language of their cancellation introduced in 2016 (after the 31 December 2015 deadline had already passed) confirms that their loss was intended to be permanent. (iv) The so-called ownership ‘gap ’

116. These issues revealed another potential difficulty, namely how a Panamanian company might properly, possibly lawfully, continue to function if the effect of Article 21 is the cancellation of the bearer shares themselves. That issue is particularly acute in this case because the bearer shares in Gatiabe and Edelweiss represent(ed) the entire share capital of those companies. Although the shares in those companies are now registered in the names of Wlamil and Hemaren, the Claimants dispute the validity of the corporate acts, including the transfer of shares represented by the bearer share certificates leading to that position. As Mr Lee explains by reference to the Claimants’ pleaded case and related chronology of disputed corporate acts (recited above by reference to the APOC), if the rights in the bearer shares had been extinguished with effect from 31 December 2015, there could have been no shareholders in Gatiabe and Edelweiss thereafter such that no shares could ultimately have been transferred to Wlamil and Hemaren.

117. Mr Aued’s answer to the potential for any ownership ‘gap’ was twofold: (i) “it is feasible for a corporation to operate and exist without shareholders, though I do acknowledge that this is not the general practice” and (ii) “ … the directors should be permitted to issue registered shares and have a court (as a measure of prudence) confirm the legality of such issuance.” The former was not pressed at the Hearing, the SJ Defendants appearing to accept that there could not be a gap in the ownership of the shares, suggesting that there were various theories under Panamanian law as to how that could be resolved but stating that this was not a matter for this court, the Claimants not having sought relief in this jurisdiction in relation to that so-called ‘gap’. (v) The Panamanian judgments

118. Finally, as noted, the SJ Defendants took me through the different Panamanian judgments in some detail, arguing that the courts in Panama had already decided against the Claimants the question of the validity of the bearer shares. Although they do not suggest that these judgments have res judicata or issue estoppel effect, they nevertheless rely on the courts’ reasoning to say that there is no real prospect of the Claimants persuading this court otherwise. In light of the parties’ submissions and related expert evidence, I have re-visited the various judgments carefully, as to which:- (i) Judgment 52 (Case No. 17121-2022) concerns the oral process claim by Hemaren against Edelweiss by which the former sought to declare null and void the minutes of the shareholders meeting held on 19 January 2022 and all acts derived therefrom and to order the restitution and recognition of the pre-19 January 2022 Edelweiss Board of Directors. After setting out and considering the effect of Law 47, the court found that “ if the owner of the bearer share certificate did not deliver it into custody according to the procedure indicated by the Law, the political and economic rights are understood to be cancelled; in other words, the owner loses their capacity to exercise their right at the company's shareholders' meeting .” After noting Juan Polleri’s related academic writing and Mr Cuevas’ expert evidence, the court stated that “ [t]he bearer share certificate not having been delivered into custody in compliance with Law 47, the court found that the action led by Ms Carew was “illegitimate” and “the owner loses their right to exercise powers at the shareholders’ meeting (if ever they had such powers) .” The court found both that Hemaren had “proved the invalidity” of the bearer certificate and its ownership of Edelweiss from the share register which recorded the invalidation of Veronica’s bearer share certificate on 9 April 2015, its transfer to Merenguito as a nominative share and the later transfer to Hemaren on 23 May 2018. The court granted Hemaren’s claim. (ii) Appeal against Judgment 52: After reciting Law 47 (as amended by Law 52 of 2016), the court found that the Edelweiss bearer share does not appear to have been held under the custodial regime. As such, since it asserts that 100% of the bearer shares were duly represented at the shareholders’ meeting, the public deed recording the impugned minutes was invalid. As to Edelweiss’ argument that there was no evidence as to how Hemaren came to receive the transfer of ownership of the shares in Edelweiss, the court found it undeniable that Veronica’s share certificate was a bearer share. Although Article 21 requires its deposit into custody “[f]or its validity”, the certificate does not appear to have been held under the custody regime. As such, the public deed recording the relevant minutes was invalid since it asserts that 100% of all bearer shares were represented at the meeting. As to Edelweiss’ argument that Judgment 52 did not clarify who owned the bearer share certificate, a re-issued bearer share cannot be validly used in Edelweiss’ shareholders’ meeting to appoint its directors and officers if this share does not comply with the mandatory provision in Law 47. A transfer of bearer shares must be perfected in accordance with Article 12 of Law 47, namely by formal notification to the authorised custodian of the bearer share. Since Edelweiss was not under the custodial regime, Judgment 52 was upheld. (iii) Judgment 48 (Case No. 84276-2022) concerns the further oral process claim by Hemaren against Edelweiss by which the former sought to declare null and void the Edelweiss shareholders meeting held on 28 January 2022 and shareholder meetings held on 18 July 2022 (following the deposit into custody of the bearer shares om 16 July 2022). Edelweiss did not participate in the proceedings although defence counsel was appointed for the company in its absence. Having considered the share certificate in Edelweiss issued in favour of Hemaren, Edelweiss’ share register and the public deed recording the prior appointment in 2020 of the Edelweiss’ directors and officers, the court found the disputed shareholder meeting minutes from 28 January 2022 to have breached Law 32 of 1927 and Law 47, the sole shareholder of Edelweiss, Hemaren, not having been invited to participate in the meeting . The court declared null and void the minutes of both the January and July 2022 shareholder meetings. (iv) Judgment 14 (Case No. 17182-2022) concerns the oral process claim by Wlamil against Gatiabe by which the former sought to declare null and void as illegal the minutes of the shareholders meeting held on 19 January 2022 and all acts derived therefrom and to order the restitution and recognition of the pre-19 January 2022 Edelweiss Board of Directors. The court considered the ‘crux’ of the matter to be whether, at the time of the shareholders’ meeting, Loudmila held 100% of the bearer shares and whether she could exercise rights in relation to them. To challenge any decision of the shareholders’ meeting, the petitioner had to prove their shareholder status by presenting the appropriate document for the purpose of asserting their shareholder rights. Wlamil did so by submitting its share certificate which was not disputed. Loudmila’s bearer share was also submitted to the court, together with a bearer share custody certificate, albeit the notarisation for the latter did not appear to involve verification of the identity of the signatory such that it did not have probative value. As to whether Loudmila was able to make changes to the Board of Directors with her bearer share certificate, having noted the requirements of Law 47 and that Gatiabe had not adhered to any custody regime for Loudmila’s bearer shares prior to 31 December 2015, the court identified the consequences under Article 21 for Loudmila as a holder of the bearer share certificate, namely that “ an owner of bearer shares who has failed to hand over to a custodian this kind of certificate prior to 31 December 2015 may definitively not exercise the political and economic rights recognised by the law vis-à-vis the issuing company .” Based on the minutes of the subsequent Gatiabe shareholder meeting on 26 January 2022 and the subsequent re-issue of registered shares to Loudmila and nullification of Wlamil’s share certificate, the court also noted that Gatiabe and Loudmila were aware of the post-31 December 2015 restrictions on holding bearer shares. However, not being the object of debate in that case, the court could not rule on the validity of Loudmila’s bearer share certificate or Wlamil’s certificate . The court found that, as holder of the bearer share certificate, Loudmila could not exercise economic and political rights as regards Gatiabe, including the right to take decisions within the company . The court also declared the nullity of the minutes of the shareholder meeting of 19 January 2022 and instruments derived therefrom and that “ the bearer share that serves as the basis for the contested instrument, by operation of the law, is illegal ”. It also ordered restitution of the pre-19 January 2022 Board of Directors. (v) Appeal against Judgment 14: On appeal against Judgment 14, Gatiabe advanced an argument based on its dissolution in December 2014 which meant that no further shareholders’ meeting could have been held by 31 December 2015 and, given the effect of Law 47, the shares in Gatiabe could not have been represented at the shareholders’ meeting on 25 June 2018 at which it was purportedly reactivated and a new Board of Directors appointed. However, the First Superior Court declined to entertain this new argument since it sought to verify the validity of minutes which did not form part of the claim. As such, the dissolution and reactivation of Gatiabe did not override the fact that the 19 January 2022 shareholders’ meeting was held regardless of compliance with the applicable rules. After considering the effect of Articles 21 and 25 of Law 47, the court concluded that Loudmila was obliged at the shareholders’ meeting on 19 January 2022 to submit evidence that the bearer shares were in custody. Even if value were to be ascribed to the custody certificate in evidence, it transpires that this was not put in custody until 16 July 2022, after the impugned shareholders’ meeting from 19 January 2022. Accordingly, by the time that shareholders’ meeting was held, Loudmila had “lost the political rights inherent in” the bearer shares by reason of non-compliance with Law 47. The court also considered the Wlamil share certificate which, in the absence of any waiver by Wlamil of the right to be called to the shareholders’ meeting on 19 January 2022, supported the proposition that the totality of Gatiabe’s shareholders were not in attendance at the 19 January 2022 shareholders’ meeting. Judgment 14 was upheld. (vi) Conclusion on real prospect of success

119. As a preliminary matter, I agree that the same approach as that usually adopted by the English court when addressing issues of fact in the context of summary judgment applications or deciding whether there is a serious issue to be tried is appropriate to questions of foreign law ( WWRT ). Even where, as here, there is a dispute between the foreign law experts, the court must consider whether the relevant factual point raised carries the necessary degree of conviction to reach the threshold of having a real, as opposed to a fanciful, prospect of success. However, I have concluded for a number of related reasons that the SJ Applicants have not shown the bearer share claims to have no real prospect of success:- (i) The question of what is meant by the political and economic rights inherent in the bearer shares under Article 21 of Law 47, and whether these are exhaustive of a shareholder’s rights in the company and determinative of their status as such, was not sufficiently well explained in the evidence or at the Hearing; (ii) The views of the court appointed experts in the Hemaren/ Edelweiss first oral process claim did not sufficiently answer the point, unsurprisingly so given that the court’s focus in that case was different from the SJ Application; (iii) The lack of clarity around that threshold question affords a somewhat precarious basis for the summary disposal of the bearer share claims; (iv) There are other difficulties. Although I accept that the court should not be diffident in its approach to summary judgment applications merely because they engage considerations of foreign law which may be disputed, a number of questions that arise in this case do not yet appear to have been considered by the Panamanian courts. As such, there is a not insignificant element of novelty to the relevant foreign law here compared to other cases such as WWRT in which the foreign law principles seemed more settled; (v) One important aspect on which the parties’ experts did lock horns was the question of whether late compliance with the custody regime was possible, at least in respect of bearer shares issued prior to 31 December 2015. As to this, the arguments of the SJ Defendants as to the absence of express language to that end, the contrasting and increasingly stringent language that was, in fact, used in Article 21, the potential significance of the chronology of those amendments to Law 47, and the underlying policy of Law 47 were all impactful; (vi) That said, I was unable to say that the Claimants’ contrary argument was itself without any real prospect of success, not least given (i) the uncertainty surrounding the threshold issue (ii) the potential difficulties indicated by a ‘gap’ in share ownership (neither yet satisfactorily explored or explained) (iii) the potential constitutional implications of the outcome for which the SJ Defendants contend (iv) the Claimants’ counter that the policy of Law 47 would be adequately served by the outcome for which they contend (v) the fact that the Panamanian judgments (referred to further below) did not expressly address the possibility of late compliance and (vi) as was common ground between the experts, the absence of any Panamanian cases addressing the late compliance point; (vii) Although Mr Aued considers that the late compliance argument lacks merit, these controversies do demonstrate at least a degree of conviction on the Claimants’ side. I certainly cannot say now that they do not have a real prospect of success; (viii) As for the Panamanian judgments, it appears to be common ground that there is no formal system of precedent under Panamanian law, albeit there is a difference between the experts as to their persuasive effect; (ix) As to the nature of the oral process claims, their object is the annulment of specific corporate acts, not the validity of the bearer shares; (x) That is revealed not only by limited categories of specific claims that can be made the subject of the oral process under Panamanian law but by the existence of other ordinary proceedings which do apparently engage considerations as to validity. However, no substantive ruling(s) have yet been given in those; (xi) It is also revealed by the court documents and judgments themselves. Although the oral process claims do consider the effect of Law 47, given their narrower focus, the utility of the related findings is therefore necessarily reduced for present purposes; (xii) Indeed, in Judgment 14 (in relation to Gatiabe), the court specifically eschewed determination of the validity of the bearer share certificate or of Wlamil’s certificate. I agree that the later reference in Judgment 14 to the illegality of the bearer share falls to be considered in that light; (xiii) Although nothing may ultimately turn on it given the more stringent language of its later iteration, it appears that the Gatiabe oral process claim (both at first instance and on appeal) may have been determined on the basis of the earlier 2015 version of Law 47 and that Mr Cuevas’ opinion was based on the same version; (xiv) In any event, although Judgment 14 does conclude that Loudmila’s non-compliance with the custody regime meant that she “could not exercise economic and political rights” with respect to Gatiabe at the time of the relevant meeting, “including the right to take decisions within the company”, understandably, the court does not explicitly address the threshold issue above nor whether late compliance is possible; (xv) The Gatiabe appeal does consider the deposit of the bearer shares on 16 July 2022 and, proper notarisation issues apart, found that this deposit having been made later, the earlier resolution from 19 January 2022 could not be saved on that account. Based on this, the Claimants say that the court was impliedly accepting that late compliance might be possible even if not of retrospective effect. This may perhaps be an ambitious reading but the appeal court did not close the door to that possibility; (xvi) Although Judgment 48 (in relation to Edelweiss) does indicate a breach of Law 47, and although some of the resolutions sought to be impugned by Hemaren in that case were passed following the deposit by Veronica of the bearer shares on 16 July 2022, the nature of the breach is not explained in any depth such that the reasoning does not assist in determining the SJ Application or resolving the question of whether late compliance with the custody regime is possible; (xvii) Although Judgment 52 does indicate that non-compliance with the custody regime calls into question the validity of the Edelweiss bearer share certificate and goes on to find its invalidity proved, that finding appears to be based on what was shown by the share register in terms of the transfer to Merenguito, followed by Merenguito’s replacement with Hemaren. Those corporate acts are challenged by the Claimants; (xviii) Judgment 52 does say in relation to Law 47 that “the political and economic rights are cancelled” and that “the owner loses their capacity to exercise their right at the company’s shareholder meeting”. However, again, the court does not explicitly address the threshold issue above nor whether late compliance is possible; and (xix) The judgment on appeal against Judgment 52 was to a not dissimilar end. Although the syntax in the translation is not entirely clear, there does appear to be a suggestion that the validity of a bearer share certificate depends on compliance with Article 21. However, the court went on to find the invalidity of the public deed recording the minutes of the relevant impugned meeting.

120. There was extensive recitation of the judgments and argument before me about their meaning and effect, with the parties also lodging related schedules and notes before, during and after the Hearing. I have obviously considered these. However, taking the stated approach of the SJ Defendants and considering the reasoning indicated by these judgments, to differing levels of detail and with different emphases, they appear to suggest the inability of a shareholder to exercise rights in general meeting where there has been no deposit of bearer share certificates by the deadline under Law 47. For entirely understandable reasons, they do not examine the many potential twists and turns of Law 47 as were canvassed at the Hearing. As to those, some of the evidence and submissions before me indicated at times a conflation of issues relating to the operation of Law 47, for example, (i) the cancellation of the bearer shares rather than of the political and economic rights (ii) the precise requirements for the engagement of Article 21 and whether the failure formally to adopt the custody regime or publicly to register that adoption leads to the same outcome (iii) the suggested (in)ability to continue to hold bearer shares whether the non-compliance related to bearer shares in existence at the 31 December 2015 deadline or those issued thereafter and (iv) the consequences of non-compliance with the custody regime in those different scenarios. If not conflation, there was a lack of clear explanation which rather reinforced the need for issues relating to this novel legislation to be properly tested at trial.

121. Finally, I can well understand the SJ Defendants’ approach in framing the summary judgment aspect narrowly by reference to (i) the Claimants’ alleged sole ownership of the Gatiabe and Edelweiss shares (ii) compliance with Law 47 and (iii) the irrelevance of the purported corporate acts which the Claimants seek to impugn. However, it seemed to me that the propriety of the corporate acts leading to the position reflected by the current share registers of those companies might, notwithstanding their suggested presumptive validity under Panamanian law, be relevant to the proper application of Law 47 in this case, not limited to the suggested fraudulent procurement of the Panamanian judgments but including, for example, the shareholder ‘gap’ issue.

122. Accordingly, even ignoring my finding that the bearer share claims have a real prospect of success, there are other compelling reasons for them to be heard at trial. I therefore decline to grant (reverse) summary judgment on, or to strike out, the Claimants’ bearer shares claims. (c) Abuse of process

123. On the amendment applications before me in 2023, the Kazakovs and Edelweiss also placed significant emphasis on the ongoing proceedings in Panama and, in that context, the suggested vexatious or abusive nature of the (then) proposed amended claims, as to which, I noted in my related judgment (at [175]-[176]):- “175. As for the ongoing Panamanian proceedings, I found unremarkable that, in a dispute concerning an alleged worldwide fraud, the parties have taken steps locally to protect their positions with respect to their claimed interests in the relevant Panamanian Companies and that those steps have, in turn, spawned legal proceedings there. In this regard, the real gravamen of the Kazakovs’ complaint appeared to be the oral process claims brought by Mrs Bourlakova and Veronica.

176. Although I accept that these proceedings may well engage the issue of ownership of the Panamanian Companies, given their focus on the relevant resolutions about which complaint is made, I am far from persuaded that those proceedings will be determinative of the former.”

124. Matters have, of course, moved on since then. Although it appears that Loudmila’s and Veronica’s oral process claims may not have advanced meaningfully in Panama, Wlamil and Hemaren have advanced theirs and they now have the benefit of the judgments. Those judgments and, relatedly, the suggested effect of Law 47, provide a new focus in these English proceedings through the SJ Defendants’ defence on the bearer share claims. In addition, the Panamanian ordinary proceedings commenced by Wlamil and Edelweiss (later joined by Hemaren) are continuing, the former still apparently at an early stage, the latter more advanced with evidence (including from the Claimants) having been filed. With these developments, the SJ Defendants say that the bearer share claims in these English proceedings are abusive.

125. Since the Panamanian judgments are perhaps the most significant of those developments, I consider first the suggested abuse by collateral attack thereon. In MAD Atelier International BV v Manès [2020] QB 971 (at [75]-[76]), Bryan J considered the type of factors that might (or might not) give rise to a finding of collateral attack abuse, the authorities he cited emphasising the rarity of such an abuse where the litigation of an issue has been decided but not between the same parties ( Michael Wilson & Partners Ltd v Sinclair [2017] 1 WLR 2646 (at [48(5)]). In this case, the object of the oral process claims is the validity of the relevant corporate resolutions, not the ownership or validity of the bearer shares. Given the terms and limited scope of the Panamanian judgments (as analysed above), I am unable to accept that the bearer share claims or the legal effect of Law 47 as it may fall to be considered in these proceedings have already been decided in Panama. I am reinforced in that by Wlamil and (joined by Hemaren) Edelweiss having also commenced ordinary proceedings in Panama which do have as their object the ownership of the shares in Gatiabe and Edelweiss

126. As for the Claimants’ party status in Panama, although Loudmila was permitted to intervene in the Wlamil/ Gatiabe oral process claim, Veronica was not in the corresponding Hemaren/ Edelweiss proceedings. The SJ Defendants say that Veronica was effectively represented in the latter by Ms Carew whom she appointed as Edelweiss’ ad hoc President in January 2022. However, this rather emphasised the point above about the object of the oral process claims being the unravelling of the alleged ‘corporate raid’ and the validity of the relevant corporate resolutions. It is, in any event, a problematical submission in an abuse context given Hemaren’s successful opposition to Veronica’s intervention. As MAD Atelier also canvassed (at [75(4)]), there is a need for particular caution where the party to the second action is not only different to that in the first, but the party in the first was “involuntarily involved” as defendant ( SCB [2016] 1 All ER (Comm) 233 (at [147])). The Panamanian judgments were, of course, rendered in claims brought by Wlamil and Hemaren.

127. Moreover, given the SJ Defendants’ significant concern expressed at the Hearing that the Panamanian and the English courts were on a collision course and the potential for inconsistent and competing judgments, it is relevant to note that MAD Atelier made clear (at [75(5)]) the absence of a “ … general rule preventing a party inviting the court to arrive at a decision inconsistent with that arrived at in an earlier case” ( Michael Wilson at ([48(2)] and [94]). Accordingly, even if the same issues were to be decided in the English proceedings as have been decided in the Panamanian oral proceedings, collateral abuse does not necessarily follow.

128. As to the absence of issue estoppel (which the SJ Defendants accept is not a basis for the SJ Application), MAD Atelier also observed (at [129]):- “(1) If the English proceedings involve some form of collateral attack on the decision of a foreign court, but there is no issue estoppel from that foreign court’s judgment, this will generally not amount to an abuse of process: see SCB per Flaux J [2016] 1 All ER (Comm) 233, para 164 and the Court of Appeal [2016] 2 All ER (Comm) 740, para 40. (2) Even if there can be an abuse of process in the absence of an issue estoppel on the facts of a particular case, this will be rare as recognised by Longmore LJ in SCB , para 41: “Of course there can be abuse in circumstances in which there is no issue estoppel, but such cases will, in general, be rare and any decision that a litigant is not entitled to have its dispute in the courts of the country permitted by the terms of the contract will be rarer still.””

129. I have considered closely the factual circumstances of this case in light of the above principles, including the matters already considered under the other two grounds of the SJ Application. In doing so, I have taken into account those interests, both private and public, that might be engaged. These include the potential unfairness to those implicated by the different proceedings, not limited to the parties themselves, as well as potential harms to the administration of justice. Having done so, and even setting aside the key point as to what has (or in my view has not) been decided by the oral process judgments, and therefore supposedly the subject of collateral attack in this jurisdiction, I was not persuaded that the SJ Defendants had established such abuse, let alone to the “high” threshold which engages the court’s duty to act to prevent it ( MAD Atelier (at [75(6)]), citing ( Bragg v Oceanus Mutual Underwriting Association (Bermuda) Ltd [1982] 2 Lloyd’s Rep 132 , pp.138-139)).

130. I found somewhat diffuse the other matters relied on concerning the suggested misuse of this court’s process by bringing a claim or raising a defence in these proceedings which (i) re-litigates issues raised, or which could and should have been raised, in the earlier Panamanian proceedings or (ii) raises an arguable cause of action but is nevertheless objectively pointless and wasteful. As to the former, I am not persuaded that the Claimants are re-litigating what has already been decided in Panama. As explained, the oral process claims did not decide the ownership of Gatiabe and Edelweiss. Although they do consider Law 47, they do so in the narrower context already described. The ordinary proceedings do consider ownership of the companies but there has been no relevant determination in those claims that could found a Henderson v Henderson type abuse.

131. At various points in submission, it was also suggested that the Claimants could have raised certain matters in the oral proceedings, including the suggested expropriatory or unconstitutional effect of Law 47, contended for only belatedly on the appeal against Judgment 52, in the ordinary proceedings in Panama and, now in the evidence at least, in these proceedings, or the supposed ‘fraud on the (Panamanian) court,’ also canvassed on the SJ Application. However, given the different object of the oral process claims, I am again unable to say that such matters indicate abuse.

132. Likewise, the SJ Defendants relied on the potential unfairness to the officers of Gatiabe and Edelweiss and third parties dealing with those companies, itself said to be no idle concern given the Claimants’ ‘threats’ about their suggested lack of authority. In addition, they point to the Claimants’ ‘corporate raiding’ activities in Panama and related criminal complaints and conservatory relief against them. They also rely on a suggested attempt by one of Veronica’s lawyers to substitute a forged judgment on the file of the Panamanian court. However, this court has no ability to comment meaningfully on, let alone resolve, this last allegation which the Claimants deny. Finally, the SJ Defendants say that, whether or not this court is with them on the other grounds of the SJ Application, they rely on their related points.

133. Standing back from all these matters, although many indicate developments since my jurisdictional findings in 2023 on the amendment applications, many also reflect the same underlying concerns expressed by the Defendants (including Edelweiss) then and with which I wrestled on those applications. For example, I was well aware then of the so-called corporate raid, the (then) extant oral process, ordinary and criminal proceedings, the concerns about parallel proceedings in different jurisdictions, including potential risk of inconsistent judgments and additional costs, the need to apply Panamanian law, the Panamanian focused elements of the proposed amended claims and the potential enforcement difficulties arising. In particular, I was also well aware of the concern that the oral process claims might engage the issue of ownership of Gatiabe and Edelweiss albeit, given the focus of those claims on the relevant corporate resolutions, I was far from persuaded then that they would be determinative in that regard. Based on the reasoning in the Panamanian judgments, my view remains largely unaltered. Another important matter I considered then, but not traversed in the SJ Defendants’ submissions, was the not insignificant disadvantages to the efficient resolution of the claims between the parties were this court to decline jurisdiction in favour of Panama. Considering all these matters, I was satisfied that England was clearly and distinctly the appropriate forum for the proposed amended claims and I granted permission to amend.

134. Given that many of these matters were traversed in 2023, the Claimants say that this aspect at least of the SJ Application was itself abusive. The SJ Defendants sought to deflect that criticism by relying on the subject matter jurisdiction issue being an entirely new one, not a question of adjudicative discretion, there being material developments in these proceedings and in Panama since 2023, and Wlamil and Hemaren not being parties to these English proceedings until June 2024 in any event. It is not necessary for me to reach any view as to whether the SJ Defendants’ argument on the SJ Application is itself abusive. Suffice to say that I did not find the Claimants to be acting abusively when advancing their proposed amended claims in 2023. Nor, despite the matters raised in the defences of the SJ Defendants in these proceedings, and subsequent developments in Panama and this jurisdiction, do I consider their continued pursuit of those claims here to be abusive either.

135. Accordingly, I am unable to accede to the SJ Defendants’ abuse arguments. The Injunction Application – legal principles

136. The SJ Application having been refused, I remain satisfied for the purpose of asset freezing and proprietary injunctive relief that the threshold with respect to the merits of the substantive claims pursued by the Claimants in this jurisdiction is still met. That threshold is the same for both types of injunction - serious issue to be tried ( Dos Santos v Unitel SA [2024] EWCA Civ 1109 (at [106] and [122]-[131)). There are, however, important differences between the two types of relief sought. As Flaux J (as he then was) explained in Madoff Securities International Limited v Raven [2011] EWHC 3102 (Comm) in relation to proprietary injunctive relief:- (i) The approach of the court to the grant of a proprietary injunction follows that indicated by American Cyanamid v Ethicon [1975] AC 396 such that, in addition to whether there is a serious issue to be tried on the merits, the claimant must establish that the balance of convenience favours the grant of an injunction and that it is just and convenient to do so ( Madoff at [127]); (ii) Unlike in the case of a freezing injunction, it is not necessary to show any risk of dissipation of assets ( Madoff at [128]); (iii) Even if there has been delay in making an application which might lead to refusal of a freezing injunction, a proprietary injunction may nonetheless be granted (see Cherney v Neuman [2009] EWHC 1743 (Ch) per HHJ Waksman QC (sitting as a Judge of the High Court) at [101]-[102]) ( Madoff at [128])); (iv) Once the claimant shows a sufficiently arguable case for a proprietary remedy, the court will more readily afford that claimant with interim remedies by way of injunction and disclosure orders. Not to do so might cause irremediable prejudice to the claimant ( Madoff at [140]); and (v) once the court has decided that the balance of convenience favours the grant of a proprietary injunction, although a separate question whether it is just and convenient to do so, it is extremely unlikely that the court would say it was not ( Madoff at [141]).

137. In considering the application of the American Cyanamid principles, the Privy Council in National Commercial Bank of Jamaica v Olint Corporation [2009] 1 WLR 1405 (at [17]) recognised the difficulties for the court in working out whether damages or the cross-undertaking would be an adequate remedy. The “basic principle” is that the court should seek to take the course that would do least irremediable damage should it later turn out that the injunction should not have been granted or withheld. In the case of proprietary injunctive relief, the Claimants say that the ‘balance of justice’ will generally favour its grant. To that end, they point to Grant & Mumford on Civil Fraud (1 st ed.) which states (at [28-206]): - “In reality, unlike in other types of interim injunction where the balance of convenience may create real room for argument, it is likely that a claimant with a properly arguable claim to a proprietary interest in particular property will be able to persuade the Court that damages will be not be an adequate remedy should the property be dealt with pending trial, and the balance of convenience will generally favour him. ” The availability of proprietary injunctive relief in this case

138. The SJ Defendants dispute that this application can properly be made by way of interim proprietary injunctive relief as opposed to asset freezing relief. They say that where, as here, the Claimants make no claim to the assets of Edelweiss, they are in substance seeking the latter, not the former. As for Hemaren, there is, in fact, no proprietary claim to the shares in Edelweiss that Hemaren holds, it being the Claimants’ own case that those shares are invalid. This is therefore not a case in which a proprietary injunction can be sought.

139. As to the injunction sought against Hemaren, CPR, Part 25.1(1)(c)(i) empowers the court to grant an interim proprietary remedy for the detention, custody or preservation of relevant property. “R elevant property” means property (including land) which is the subject of a claim or as to which any question may arise on a claim (CPR, Part 25.2). The shares in Edelweiss are property. Those shares are the subject of, and a question as to their ownership arises on, the Edelweiss bearer share claim in these proceedings. Veronica is seeking to vindicate her arguable proprietary interest as the sole shareholder of Edelweiss through the claim for declaratory relief on her bearer share claim. The court has the power to protect her alleged interest in the meantime through proprietary injunctive relief, including as against Hemaren, which is currently purporting to exercise through the auspices of a nominative shareholding the same proprietary rights that Veronica says she continues to enjoy in the company. The fact that Hemaren’s shareholding is said by Veronica to be invalid seems nothing to the point. They are arguing over the same asset.

140. As to the injunction sought against Edelweiss, although the SJ Defendants are correct that Veronica’s bearer share claim concerns the sole ownership of Edelweiss’ shares, not a claim in respect of Edelweiss’ assets, Koza Ltd v Koza Altin Isletmeleri AS [2021] 1 WLR 170 does provide helpful insight on the point (at [83]):- “ … a parent company does have an interest in the use by its subsidiary of the latter’s assets because such use affects the value of its shareholding in the subsidiary, and such interest is proprietary in nature because the shareholding is a species of property. It is, therefore, in accordance with principle that the court’s wide jurisdiction under section 37 should be exercisable to protect such a proprietary interest in appropriate circumstances. Koza Altin’s proprietary interest in preserving the value of Koza Ltd’s assets, and the consequent value of its own shareholding, is a legitimate interest which is capable of justifying protection by the grant of a freezing order.”

141. The SJ Defendants suggested that this did not mean that a shareholder seeking injunctive relief to preserve the value of the relevant company’s assets could avoid having to show a real risk of dissipation as for ordinary asset freezing relief. However, the juridical basis in that case for the grant of what Popplewell LJ described as a “proprietary freezing order” was the proprietary interest in preserving the value of the company’s assets. By its proprietary nature, that interest may warrant protection whether or not there is a risk of dissipation. There is no reason why the principles indicated by Flaux J in Madoff for proprietary injunctive relief should not apply in the same way.

142. To a similar end, the Claimants also relied on the earlier decision of Morgan J in Dilato Holdings Pty Ltd v Learning Possibilities Ltd [2015] EWHC 592 (Ch) in which the applicant for injunctive relief claimed in the substantive action that its contractual entitlement to certain shares would result in its majority control of the relevant company. Morgan J considered that he had jurisdiction to grant the interim injunction on the basis that, if successful at trial, the applicant “should already be in control of the Company.” He went on to grant relief preventing the removal of a director and certain transactions by the company above a particular financial limit. In doing so, Morgan J analysed matters by reference to American Cyanamid principles.

143. The availability of such relief in respect of companies in which control or ownership is disputed was rather reinforced by the recent decision in Gill and another v Kaur and another [2025] EWHC 156 (Comm) . This was not cited by the parties but, in that case, Bryan J extended a proprietary injunction sought on the basis of the alleged misappropriation of a company’s shares. Foxton J granted the original proprietary injunction restraining dealings with the shares and assets of the relevant company, deferring consideration of the asset freezing element of the application which was not subsequently pressed. The proprietary injunction was continued by Butcher J at the return date for six months before it came back to Bryan J for consideration of a further extension. Relying on Koza , and considering the matter afresh, Bryan J held (at [40]) that “[i]n order to obtain a proprietary injunction, it is not necessary for the applicant to have a direct proprietary claim to the assets themselves” (or, indeed, a direct cause of action against the respondent). He went on to analyse matters, not by reference to asset freezing principles, but to the adequacy of damages and balance of convenience. He continued the proprietary injunction in respect of both the shares and the assets.

144. Given the above, I am satisfied that the court has jurisdiction to grant interim proprietary injunctive relief in this case against both Hemaren and Edelweiss. Although a showing of risk of dissipation is not required for such relief, I accept that any such risk may fall to be considered on the assessment of balance of convenience. Asset freezing relief – risk of dissipation

145. Despite my view that the Claimants can properly make their application on a proprietary basis against both Hemaren and Edelweiss, I consider briefly the principles applicable to asset freezing relief sought in the alternative on the Injunction Application. As to the risk of dissipation, Haddon-Cave LJ summarised the relevant considerations in Lakatamia Shipping Co Ltd v Moritomo [2020] 2 All ER (Comm) 359 (at [34]):- “(1) The claimant must show a real risk, judged objectively, that a future judgment would not be met because of an unjustified dissipation of assets. In this context dissipation means putting the assets out of reach of a judgment whether by concealment or transfer. (2) The risk of dissipation must be established by solid evidence; mere inference or generalised assertion is not sufficient. (3) The risk of dissipation must be established separately against each respondent. (4) It is not enough to establish a sufficient risk of dissipation merely to establish a good arguable case that the defendant has been guilty of dishonesty; it is necessary to scrutinise the evidence to see whether the dishonesty in question points to the conclusion that assets [may be] dissipated. It is also necessary to take account of whether there appear at the interlocutory stage to be properly arguable answers to the allegations of dishonesty. (5) The respondent’s former use of offshore structures is relevant but does not itself equate to a risk of dissipation. Businesses and individuals often use offshore structures as part of the normal and legitimate way in which they deal with their assets. Such legitimate reasons may properly include tax planning, privacy and the use of limited liability structures. (6) What must be threatened is unjustified dissipation. The purpose of a freezing order is not to provide the claimant with security; it is to restrain a defendant from evading justice by disposing of, or concealing, assets otherwise than in the normal course of business in a way which will have the effect of making it judgment proof. A freezing order is not intended to stop a corporate defendant from dealing with its assets in the normal course of its business. Similarly, it is not intended to constrain an individual defendant from conducting his personal affairs in the way he has always conducted them, providing of course that such conduct is legitimate. If the defendant is not threatening to change the existing way of handling their assets, it will not be sufficient to show that such continued conduct would prejudice the claimant’s ability to enforce a judgment. That would be contrary to the purpose of the freezing order jurisdiction because it would require defendants to change their legitimate behaviour in order to provide preferential security for the claim which the claimant would not otherwise enjoy. (7) Each case is fact specific and relevant factors must be looked at cumulatively.”

146. The Claimants accept that an arguable case of dishonesty will not in itself be sufficient to establish a risk of dissipation. However, where “the dishonesty alleged is at the heart of the claim against the relevant defendant, the court may well find itself able to draw the inference that the making out, to the necessary standard, of that case against the defendant also establishes sufficiently the risk of dissipation of assets” ( VTB Capital plc v Nutritek International Corp [2012] 2 CLC 431 at [177])). In VTB , the court agreed (at [178]) that the establishment of a good arguable case that a defendant had been engaged in a major fraud, operating a complex web of companies in a number of jurisdictions enabling him to commit the fraud and making it difficult for any judgment to be enforced, could provide powerful support for a case of risk of dissipation.

147. Lakatamia also explains (at [36]) that the existence of a risk of dissipation does not need to be established on the balance of probabilities rather than to the standard of a good arguable case.

148. Finally, the Claimants pointed out that risk of dissipation may increase closer to trial ( JSC Commercial Bank Privatbank v Kolomoisky [2023] EWHC 165 (Ch) at [11])). Risk of dissipation - delay

149. As to the relevance of delay in an asset freezing context, Flaux J stated in Madoff (at [156]) that:- “(1) The mere fact of delay in bringing an application for a freezing injunction or that it has first been heard inter partes, does not, without more, mean there is no risk of dissipation. If the court is satisfied on other evidence that there is a risk of dissipation, the court should grant the order, despite the delay, even if only limited assets are ultimately frozen by it; (2) The rationale for a freezing injunction is the risk that a judgment will remain unsatisfied or be difficult to enforce by virtue of dissipation or disposal of assets … (3) Even if delay in bringing the application demonstrates that the claimant does not consider there is a risk of dissipation, that is only one factor to be weighed in the balance in considering whether or not to grant the injunction sought.”

150. Flaux J’s approach was approved in JSC Mezhdunarodniy Promyshlenniy Bank v Pugachev [2015] EWCA Civ 906 in which Bean LJ held (at [34]) that:- “In any event it is not generally the rule that delay in applying for a freezing injunction or an extension of a freezing injunction is a bar in itself to the obtaining of relief. It may mean in some cases that there is no real risk of dissipation and that if the claimant had seriously thought that there was, an application would have been made earlier. But that cannot possibly be said in the present case. I agree with the observations on this topic made by Flaux J in [ Madoff ]. If the court is satisfied on the evidence that there remains a real risk of dissipation it should grant an order, notwithstanding delay, even if only limited assets are ultimately frozen by it.”

151. In Ras al Khaimah Investment Authority v Bestfort [2018] 1 WLR 1099 (at [55]-[57]), Longmore LJ said that delay in this context gives rise to somewhat “elusive considerations”, potentially implicating the question of risk of dissipation but, in some cases, it may be relevant to whether the grant of an injunction is just and convenient. The Claimants say that there remains overwhelming evidence of a real risk of dissipation, albeit there are still very valuable assets in excess of US$900m to preserve, with no suggestion that prior delay has caused any prejudice to the SJ Defendants. Background to the suggested risk of dissipation in this case

152. Given the long history to the Injunction Application, extensive evidence has been served as to the suggested risk of dissipation of assets. A central theme of the Claimants’ evidence is the underlying claims themselves, largely based on the alleged dishonest participation of Mr Kazakov and Mr Anufriev in a major fraud involving the concealment and dissipation of assets through a complex web of offshore structures.

153. The significance of their involvement here is that they are said to be in “practical control” of Edelweiss, the sole named beneficiary of Hemaren being Mr Kazakov and Mr Anufriev its ‘Protector’, both with the ability to control its assets. The fact that the Hemaren is controlled by its Foundation Council is neither here nor there since this can be changed at Mr Anufriev’s whim, Hemaren’s entire purpose being to benefit its present named beneficiary.

154. As to some of the elements of the alleged fraudulent scheme, it is fair to say that the Claimants are highly dismissive of the suggested pretext for Mr Kazakov’s claimed entitlement to assets worth hundreds of millions of dollars, including Edelweiss, based on him being Oleg’s former ‘secret partner’.

155. The Claimants say that the alleged agreement from April 2020 supposedly evidencing the partnership and a vast debt due from Oleg to Mr Kazakov is inherently incredible. It is also unsupported by their contemporaneous documents, actions or lifestyles.

156. The explanation of the signature and dating arrangements of this alleged agreement are said to be obscure and ‘shifting’, with the existence of the document only emerging in November 2023.

157. Finally, even on Mr Kazakov’s case, there was still a dishonest scheme of concealment and dissipation to keep secret his assets, albeit a different one from that asserted by the Claimants.

158. The Claimants also say that the misappropriation of assets that has occurred was achieved using forged documents. So, for example, there was no evidence that the alleged corporate acts which resulted in Edelweiss ending up in Hemaren’s hands ever occurred. The absence of such evidence was a crucial point on the amendment application.

159. That there is still no evidence is said to be extraordinary, confirming Hemaren’s purported ownership to be nothing more than usurpation and the claims to the contrary advanced by Mr Kazakov, Hemaren and Edelweiss the dishonest perpetuation of the ongoing scheme.

160. The Claimants also say that the fraudulent scheme shows the creation of sham and forged loan documents created with a view to extracting assets from Edelweiss. Although the Kazakovs say that they do not know if these are genuine or not, it is inconceivable that they could be, the Finco/ Edelweiss loan being one such example.

161. The Claimants also say that forged documents were even deployed in the SJ Defendants’ rejoinder evidence on the Injunction Application, reliance being placed on resolutions said to evidence a request for, and approval of, a €15m payment to Mr Kazakov. The related communications from April 2020 show that these were pure ‘window dressing’, created after the event.

162. Mr Kazakov was in fact paid €15m on 14 or 15 April 2020, the Claimants surmising that the alleged 2020 Agreement was drawn up to justify that payment. So far as they can tell, Mr Kazakov received no other distributions from the ‘partnership’ billions prior to Oleg’s death but Oleg continued to extract tens of millions for his own use.

163. Mr Kazakov also accepts that he has used funds from Edelweiss to fund his global litigation costs and living expenses, also indicating that payments by Edelweiss to fund the Black Pearl super-yacht were made on his behalf.

164. Specific reliance is also placed on Mr Kazakov’s tax declaration from February 2019 in which the evidence as to his assets is said to contradict the case now being advanced before this court.

165. The Claimants also refer to Mr Kazakov’s evidence on the jurisdiction application before Trower J who considered that he may well have been dishonest in relation to his domicile.

166. Given these matters, the idea that those with effective control of Edelweiss can be trusted to ‘hold the ring’ is fanciful.

167. As for Edelweiss’ directors, it might be expected that, in a dispute as to who owns the company, they would make clear their independence and give undertakings to act neutrally, not to prejudice the rival claimants to the company and to preserve assets.

168. That expectation might be heightened in light of the evidence of fraud and forgery but the directors have not offered to ‘hold the ring’ rather than allowing Mr Kazakov and Mr Anufriev to maintain control over its assets through control of its bank accounts.

169. Despite the evidence of fraud and forgery, the directors also say that, unless the court finds otherwise, they will treat the share register and the documents creating sham liabilities detrimental to Edelweiss, such as the Finco/ Edelweiss loan, as genuine.

170. The directors have caused Edelweiss to share legal representation in these proceedings with Hemaren and, before that, the Kazakovs, the latter also encouraging the use of Edelweiss’ funds for their benefit in these proceedings.

171. The directors seek access to the funds in the Pictet Bahamas account despite the dispute as to ownership and the interpleader proceedings. Such access is not required given the funds held at UBS, the desire not to touch the latter makes no sense and the appropriate inference is that the directors wish to help the Kazakovs dissipate Edelweiss’ funds before judgment is rendered.

172. Indeed, Edelweiss has also recently served a draft amended defence asserting Hemaren’s true ownership and that any judgment in these proceedings will not be enforceable, signalling that they intend to ignore it. Actual or attempted dissipation

173. As to evidence of actual or attempted asset dissipation, I do not address every point raised rather than those which most closely engage a potential risk of asset dissipation. In this regard, the Claimants say that Mr Anufriev accepts that, in 2019, he, Oleg and Mr Kazakov attempted to transfer Edelweiss’ entire portfolio to Gatiabe on the basis of forged loan documents, the plan getting so far as providing UBS with a draft instruction letter from Mr Kazakov (as purported beneficial owner of Edelweiss) to the directors of Edelweiss requesting the transfer of all cash and securities held in the UBS account to one to be opened in the name of Gatiabe, together with a draft instruction letter from Edelweiss to UBS to the same end. It seems that the bank may not have gone along with this.

174. In addition, the Claimants have received certain partial information about payments made out of Edelweiss in the form of two reports from Mr Allister of Berkeley Research Group, the first covering the period 20 July 2020 until 13 February 2024, apparently produced in March 2024 in response to the (then) Injunction Application, the latter for the period 27 April 2018 to 19 July 2020 produced pursuant to my order dated 6 December 2024. I directed such production (albeit narrowing the scope of the original request), including on the basis that the information sought was potentially significant to the objective assessment the court is likely to undertake as to the risk of dissipation on the (then) forthcoming hearing of the Injunction Application.

175. The Claimants point to payments made by Edelweiss to Mr Kazakov of US$26million during that period. According to Mr Kazakov’s own evidence, “[i]n particular, in the months after Oleg’s death in June 2021, I used funds I received from Edelweiss to meet expenses of Oleg’s estate and for legal fees of the global legal dispute as well as for my living expenses.” In addition, Mr Allister’s analysis indicates US$5m in legal fees paid during the later period although to whom is unclear.

176. The Claimants also rely on the information in Mr Allister’s report as to the payments made to the Ninth Defendant, Columbus Holding and Enterprises S.A. ( Columbus ), said to be one of the assets previously held for the ultimate benefit of Loudmila, albeit misappropriated. During the period reviewed by Mr Allister, Edelweiss made payments of approximately US$73m to Columbus “for the purposes of making onward payments to third parties” and that Columbus made payments totalling US$58m to Oleg’s personal account between 27 April 2018 and his death. The Claimants do not know who currently controls Columbus, albeit they infer that it is the Kazakovs and/ or Mr Anufriev. In any event, this appears to be a substantial misappropriation of Edelweiss’ assets.

177. In addition, the Claimants point to personal payments made to Mr Lipanov, the CEO of Edelweiss’ investment advisor (US$1.5m), said to have firmly sided with Mr Kazakov.

178. Payments have also been made to four companies with “Edelweiss” in their name, apparently owned by the Cantucci Foundation ( Cantucci ) even though it appears that this has no living beneficiaries and the Kazakovs say that this does not fall within Oleg’s estate. Edelweiss explained that these payments were made to “entities owned by Cantucci for the maintenance of assets and payment of expenses”. Mr Kazakov has also disclosed in ongoing proceedings in Florida agreements for the sale to him in 2019 of shares in three of the Edelweiss entities, albeit these are said not to have completed. Either way, the Claimants say that the payments appear to benefit Mr Kazakov, not Edelweiss.

179. Finally, Edelweiss has also confirmed that it has made payments to pay professional fees on behalf of Hemaren, including corporate service fees, fees of the professional members of the Advisory Board, legal expenses, foundation fees and expenses, and other costs of managing the portfolios. Mr Kazakov is Hemaren’s beneficiary. Real risk of dissipation - discussion

180. Had the Claimants made an application for asset freezing relief at the commencement of these proceedings in 2020 based on a good arguable case on its central claim as to the operation by Oleg and his co-Defendants of a dishonest scheme involving complex offshore structures, including the alleged forgery of corporate resolutions and loan documents, that would have provided a powerful foundation for establishing a real risk of dissipation then. However, by the time an injunction application was advanced in February 2024, the so-called main actor, Oleg, had been dead for more than two years. Following the CT Report debacle, the application was then very quickly dropped against the surviving actors, Mr Kazakov, Mrs Kazakova and Mr Anufriev.

181. By that stage, more than three and a half years had already elapsed since the proceedings began. For the reasons indicated in the authorities, delay is not an impediment to the grant of asset freezing relief if the real risk of dissipation can be objectively shown. However, as a result of events occurring over that period and following, such risk is very much diminished. Indeed, although I recall from the amendment applications the worst prognostications of dissipation by Mr Kazakov assisted by Mr Anufriev, including in relation to Edelweiss, the position has, in fact, been shown to be much less gloomy.

182. Mr Allister’s first report confirmed a collective asset valuation for Edelweiss of US$843m as at 13 February 2024, increased by nearly US$100m from 31 December 2022.

183. Although there have been significant asset transfers by Edelweiss in the periods spanned by Mr Allister’s reports, the largest element by far is what I understand to be Edelweiss’ ordinary course of business investments and disposals, loan repayments and interests payments, in respect of which, Edelweiss will generally receive value in return.

184. Those unobjectionable transfers apart, the largest beneficiary of payments made by Edelweiss, including those apparently made to him through Columbus, was Oleg. In the earlier period analysed by Mr Allister, Oleg received US$244,019 personally, with Columbus receiving US$73m, of which Oleg was the apparent beneficiary of US$58m. In the later period, payments to Oleg increased to US$9.81m, with only US$7.1m paid to Columbus. The last payment to Oleg was in May 2021 and to Columbus in January 2021. Oleg died in June 2021.

185. As for the payments made to Mr Kazakov, the Allister reports indicate a single payment of €15m in April 2020 and, counting the larger subsequent payments, €2m in each of July, September and October 2021, €3m in December 2021 and the last for €2m in February 2022. Edelweiss says that these were distributions to Mr Kazakov, a discretionary beneficiary of Hemaren, representing legal and expert expenses and expenses to maintain the assets of the estate such as the Black Pearl. Mr Kazakov explained these in his evidence in similar terms, also confirming that he had no intention to dissipate Edelweiss’ assets. That confirmation was repeated by Mr Kazakov in his undertaking to the court on 22 February 2024 that he would not procure Edelweiss to deal with, diminish or dispose of its assets, albeit that undertaking fell away upon the Claimants’ withdrawal of the injunction application against him, Mrs Kazakova and Mr Anufriev on 27 March 2024.

186. However, those undertakings were then replaced by undertakings from (i) Hemaren not to dispose of, deal with or diminish the value of any shares in Edelweiss, including by procuring or purporting to procure Edelweiss to declare and/ or pay and/ or make dividends or distributions and (ii) Edelweiss not to not deal with, diminish or dispose of its assets save (a) in the ordinary course of its business (b) to pay reasonable legal expenses and (c) to make certain payments allowed for the purpose of:- (i) managing and dealing with its own assets and asset portfolios in the ordinary course of business so long as all assets and portfolios remained under Edelweiss’ ownership and control; (ii) maintaining Edelweiss’ own assets and asset portfolios and/ or its own proper functioning, including payments to financial advisors, corporate service providers, corporate advisors, payments to maintain good standing and ensure legal and regulatory compliance, and payments of legal expenses; (iii) lending such funds to Silver Angel Yachting Ltd as were reasonably required in order to maintain the Black Pearl, provided any sums advanced were agreed to be repayable on demand after no more than three years from the date of the relevant advance; (iv) maintaining Hemaren and Cantucci or any assets held directly or indirectly by the Cantucci, and/ or their own proper functioning, including payments to corporate service providers, corporate advisors, payments to maintain good standing and ensure legal and regulatory compliance, and payments of legal expenses, provided such payments were made by way of loan and any sums advanced were agreed to be repayable on demand after no more than three years from the date of the relevant advance, and subject to an aggregate limit of €600,000 per quarter; and (v) Payment of reasonable expenses in respect of AO kHEMZ-IPEC (Ukraine) and Privredni Preporod Doo Banja Luka (Serbia), subject to an aggregate limit of €275,000 per annum.

187. Accordingly, for a period of more than a year, Hemaren and Edelweiss have been subject to undertakings not to deal with the latter’s shares and assets, subject to limited, agreed exceptions. The Claimants indicated that this was no more than the ‘price’ of an adjournment. That seemed to me rather to overstate the position in which the Claimants found themselves when the adjournment was sought and to understate what they had been willing on their own Injunction Application for Edelweiss to agree to fund at the time. In any event, I agree with Edelweiss and Hemaren that their compliance with these undertakings for more than a year is relevant to the court’s consideration of risk of dissipation. I am not aware of any suggested non-compliance.

188. In addition, since March 2024, Edelweiss’ Bank Pictet account, representing two-thirds of Edelweiss’ assets, has been frozen by the Bahamian court in the interpleader proceedings. The fact that Edelweiss may wish to have access to the frozen accounts does not seem surprising nor, without more, indicative of a risk of dissipation.

189. As for some of the other matters relied on by the Claimants, although the US$1.5m payment to Mr Lipanov, could, in principle, amount to an unjustified dissipation, I was unable to infer that it was, let alone a payment to get him ‘on side’ with a view to facilitating dissipation, as appeared to be the thrust of the submission. The same was true of the suggestion that Edelweiss had permitted its assets to be used to shoulder the burden of legal costs incurred by other Defendants or to pay the fees and expenses of Hemaren or those involved in its administration. Likewise, the payment of the expenses of the other “Edelweiss” entities or for the maintenance of the Black Pearl appear to be the continuation of historical funding arrangements apparently made by way of loan to the relevant entities. These matters do not appear to show unjustified dissipation rather than further examples of the use of Edelweiss’ assets which, on the Claimants’ seriously arguable case, may turn out to be improper. The two are not the same.

190. Although insufficient in the eyes of the Claimants, not insignificant information has also been provided since the Injunction Application was made concerning the monies paid away from Edelweiss. The information for the later period was provided voluntarily in response to the Injunction Application. Although the Claimants’ related application was opposed by Edelweiss, the further information for the earlier period was provided in response to my more recent order directing its provision.

191. To the same end, Mr Lipanov has also since confirmed that Edelweiss’ portfolio exceeded US$900m in value as at 31 October 2024. Mr Weinberg’s more recent enquiries of Alve indicate a value of approximately US$950m as at March 2025.

192. Based on the disclosure review document considered at the recent CMC, it is also apparent that Edelweiss will shoulder quite a burden when it comes to disclosure in these proceedings, including as to the value of its assets, related transactions and the manner in which Edelweiss is (and has been) controlled.

193. Standing back from the detail, the Claimants’ pleaded case clearly discloses a serious issue to be tried with respect to whether a fraudulent scheme has been undertaken with the effect of usurping the interests of Loudmila and Veronica in various entities and wrongfully exerting control over them and their assets. At times in their submissions, the Claimants went so far as to say that the case as to their ownership of the relevant entities was unassailable. They may have been getting somewhat ahead of themselves there but, for present purposes, I was unable to conclude that their pleaded case was, without more, sufficient to disclose a current risk of dissipation. Nor, given the developments in these proceedings since that case was first advanced, did the various examples of actual and attempted dissipation relied on, considered objectively and cumulatively with each other and that pleaded case, indicate a real risk of Edelweiss’ assets being put out of reach of any judgment that might be obtained. Rather, they indicated transactions which, if the Claimants are right on their substantive claim, might be impugned such as to give rise to a liability the potential subject of such a judgment.

194. Accordingly, I decline to grant asset freezing relief. Proprietary injunctive relief - discussion

195. As to whether I should nevertheless grant proprietary injunctive relief, as I have indicated, I am satisfied that there is a serious issue to be tried as to Veronica’s proprietary claim to the shares in Edelweiss. In light of Koza , I am also satisfied that her proprietary interest extends to preserving the value of Edelweiss’ assets. Although I have not found a present risk of dissipation here, the protection which the court can afford by way of proprietary injunctive relief does not depend on such a showing although, as I have indicated, some of the matters identified by the Claimants in the dissipation context may yet inform the balance of convenience.

196. As to the relief now sought by the Claimants on this application, I am satisfied that the balance of convenience favours the prevention of the disposal of, dealings with, or diminution of value of the shares Hemaren purports to hold in Edelweiss, together with the non-disposal of any funds received from Edelweiss by way of dividend or distribution. I do, of course, recognise that Law 47 may yet provide a complete answer to the substantive question of the validity of the shares. However, although I have not found a present risk of dissipation, there are still serious questions to be asked as to how, historically, Hemaren became the registered owner of Edelweiss shares, in what circumstances and by what means, including the use of allegedly forged corporate resolutions. Those are not idle concerns. The potential prejudice to the Claimants from the disposal of Hemaren’s purported interest in Edelweiss, and the fruits thereof, would significantly outweigh the prejudice from that continuing prohibition. The significant delay on the part of the Claimants in bringing the Injunction Application does not detract from that. Nor does the conduct relied on by the SJ Defendants for the suggested lack of ‘clean hands’ on the Claimants’ part, particularly around their production of and reliance upon the CT Report, a point lightly pressed in submission.

197. The Claimants’ proposed draft order also contains restrictions on Hemaren’s exercise of its rights as shareholder, including in relation to directions to Edelweiss to make payments or transfers. However, this was not argued - certainly in any detail - at the Hearing. It seems to me that there should be appropriate restrictions on the exercise of such rights but I can see that there may be arguments as to its scope, including potential unintended consequences. If the proposed language is controversial and the parties cannot agree on its formulation, I will hear further them about that at the consequentials hearing.

198. Of greater focus at the hearing was the relief directed to Edelweiss’ dealings with its own assets. Again, although I have found no present risk of dissipation, the Allister reports indicate significant transfers that have taken place over the period they cover which, if Veronica is right about her ownership of Edelweiss, may well have diminished the value of her shares in the company. That includes the use of Edelweiss’ assets for Hemaren’s own purposes and/ or for the benefit of Mr Kazakov which, it may turn out, should not have been made. Damages will clearly not be an adequate remedy were the Claimants to vindicate their claimed ownership rights in the Edelweiss shares only for there to have been further such dissipation or diminution in the meantime, not least given Veronica’s claim to 100% of those shares. Again, I am satisfied that the Claimants’ lengthy delay in bringing the Injunction Application or suggested lack of clean hands does not detract from that.

199. Any prejudice to Hemaren or Edelweiss from a prohibition against dissipation or diminution in value of Edelweiss’ assets can, to a significant degree, be addressed by the carve-out which also featured in the agreed undertakings for disposal in the ordinary course of Edelweiss’ business. The Claimants accept this carve-out and I agree that it is appropriate. Although not a trading company, Edelweiss’ business clearly does entail significant financial transactions and, in that sense, a large and frequent turnover of its assets, albeit generally receiving value in return for that given. On the evidence before me, such activity appears to have been carried on effectively and it would be damaging to the interests of all concerned for Edelweiss’ investment activity to be ‘shuttered’ for the duration of these proceedings. I am therefore content to grant this aspect of the relief sought, subject to that exception.

200. Likewise, the order I make will be subject to the carve-out in respect of Edelweiss’ funding of the costs of Oleg’s estate in accordance with my earlier order from 6 May 2025. Although the Claimants did take issue with aspects of the proposed funding, including on account of their claim to the shares in the funding party, they were agreeable in principle at least to Edelweiss having this funding role and none of the arguments made at the Hearing (which preceded the final hearing of the funding applications) caused me to revisit that aspect. Edelweiss’ legal costs and expenses

201. Much more hotly debated before me was the extent and scope of any further carve-outs, not least the question of Edelweiss’ own legal costs and expenses. As to those, the current agreed non-dissipation undertaking contains a carve-out for the payment of Edelweiss’ reasonable legal expenses. There was also a further carve-out for the costs of maintaining Edelweiss’ compliance and good standing, including payment of legal expenses. A similar carve-out was also agreed in respect of the corresponding costs for Hemaren and Cantucci, albeit these were repayable on demand after no longer than 3 years and subject to a limit of €600,000 per quarter. Edelweiss seeks to retain that formulation, albeit slightly re-ordered, now to include the addition of its costs of the Norwich Pharmacal proceedings brought against CT Group following the Claimants’ alleged deployment in these proceedings of its confidential and privileged materials and to increase the figure for the Hemaren/ Cantucci costs.

202. The Claimants do envisage a carve-out for Edelweiss’ legal costs, albeit this has narrowed in its latest draft from the original draft order to encompass a reasonable sum on its own legal advice and representation “only to the extent necessary to enable it to comply with directions or orders made in these proceedings.”

203. In this regard, the Claimants rely on Trower J’s decision in Koza Ltd and another v Koza Altin Işletmeleri AS [2021] EWHC 786 (Ch) concerning the use of company funds to pay the legal costs of a dispute between the sole director of the company and its shareholder concerning control of that company. In his judgment (at [64]-[76]), Trower J explored the essential principle “that a company’s money should not be spent on disputes between shareholders and that its controlling shareholders should be restrained by injunction from permitting it to incur expenditure on legal or other professional services, both for the purposes of the petition and for any other aspect of that dispute.” Trower J noted (at [66]) that the issue may arise in various procedural contexts but identified the court’s concern as being to:- “ …. identify the true substance of the proceedings and that which constitutes the real contest. If the real contest is between parties other than the company itself, it will be a misfeasance for the company’s directors to cause its funds to be expended on the legal costs of that contest. That does not of course mean to say that there may not be some legal expenditure which it is proper for the company itself to incur in the context of a shareholders’ dispute. The incurring of legal costs in relation to the company’s obligation as a party to give disclosure is one such example. There will be others, but they are limited to those aspects of the dispute in respect of which the company has its own independent interest to protect.”

204. According to Trower J, the relevant question to ask was whether the company was:- “ … a genuine protagonist in proceedings against one of its members, or is the true nature of the dispute one in which it is the object over which its shareholders are themselves in dispute? In answering that question, the court will always have regard to the substance of the dispute.”

205. If, on a proper characterisation of the proceedings, the legal costs principle is or may be engaged, the next question is whether the grant of an injunction is just and convenient. That question is often answered in the affirmative but the court will still normally apply American Cyanamid principles to see where the balance of irremediable prejudice might lie. Having found in that case that the principle was engaged, Trower J went on to find that damages would not be an adequate remedy in light of the applicants’ interest as 100% shareholder. After considering the balance of justice and general discretionary factors, he concluded that the grant of such relief was just and convenient.

206. Although the disbursing company in the case before Trower J was English registered, the Claimants say by reference to Mr Lee’s earlier evidence that any company joined to the proceedings in a dispute concerning the identity of the genuine shareholder would be expected to adopt a neutral position as to its ownership as a matter of Panamanian law as well.

207. In this context, I was also taken to a second principle said to be engaged here with respect to disbursement of legal or any other expenses where the relevant disputed assets are frozen, the person still wishing to use them required to demonstrate non-recourse to other assets. According to the Claimants, this provides a complete answer to the carve-outs proposed by Edelweiss, the default position indicated by cases such as Marino v FM Capital Partners Ltd [2016] EWCA Civ 1301 (at [18]) being that “ … a defendant who has resources of his own which are not affected by a good arguable claim by the claimant that they are his (the claimant’s) property should be required to use those unaffected resources to finance his legal defence and to meet his living expenses.” By reference to JSC BTA Bank v Ablyazov [2015] EWHC 3871 (Comm) , they also say that the same principles apply where the interest claimed, if not strictly proprietary, is akin to one, the Claimants’ interest here said to be as strong as that asserted in Ablyazov . In the absence of any evidence as to the unavailability of alternative funding, there should be no carve outs beyond those already addressed above.

208. Although well recognised, I was not persuaded that the principle applied here. This was rather highlighted by the approach indicated by Marino , for example, as to where the balance of justice lies in permitting the defendant to expend funds which might belong to the claimant and refusing the defendant to expend funds which might belong to it. The one certainty on the Injunction Application is that the funds sought to be prevented from disbursement do belong to the proposed disbursing party, Edelweiss. There is no might here because Edelweiss’ assets are not themselves a disputed fund in the same sense as in Marino or Ablyazov . The question that arises here is whether, Edelweiss’ undisputed rights to its own property notwithstanding, it should be prevented by proprietary injunctive relief from using this in light of Veronica’s arguable proprietary interest in maintaining the value of that property. That is a somewhat different question, involving a somewhat different balancing of interests, answered by reference to the approach indicated in cases such as Dilato and Gill and, where engaged, the legal costs principle, albeit some of the considerations in Marino may, again, feature in the balance of convenience.

209. Turning to Edelweiss’ proposed exceptions to the relief sought in this case, I start with its own legal costs. As to these, the Claimants’ position seems to be that Edelweiss should do (and pay) the minimum reasonably required in terms of legal work to comply with court orders in these proceedings, including avoiding taking any position on the validity of Hemaren’s shareholding. In this regard, Edelweiss has not sought to lock horns with the Claimants on the validity of steps leading to Hemaren becoming its registered shareholder including the suggested forgery of the related corporate resolutions. Nevertheless, I did find surprising that, in its draft amended Defence and on the SJ Application, Edelweiss joined with Hemaren in arguing that Veronica could not be a valid shareholder due to non-compliance with Law 47. Edelweiss itself is the object of the bearer share dispute.

210. Despite this, and the evidence of Mr Lee as to the expected role of Panamanian companies in such disputes, I can understand the Panamanian directors of Edelweiss taking the position that, unless and until there is a decision from the court confirming the true ownership of Edelweiss, they will regard its corporate records as legally correct in terms of the current composition of its members and board. That is perhaps unsurprising given the attempted ousting of the existing Edelweiss board through the Claimants’ so-called corporate raid in Panama and their reinstatement as a result of the oral process claims. A further concern expressed by Edelweiss at the Hearing concerned alleged ‘threats’ against its officers and various third parties that they might be held accountable for their so-called illegitimate actions on behalf of the company. The SJ Defendants say that the Claimants are using the Injunction Application to secure tactical advantage by seeking to ‘turn off the legal funding taps’, both in this jurisdiction and elsewhere. The Claimants say that their action is justified where, as here, the Edelweiss directors should be adopting an entirely neutral position between the parties but are acting as Mr Kazakov’s vassals instead.

211. These allegations and counter-allegations, as many have been played out before me, not only at the Hearing, are dispiriting. They reflect an intense, tactical and ever more contentious international dispute as described in my earlier rulings. For its part, this court will do its best to seek to continue to regulate these proceedings and to advance them fairly and expeditiously, including in its approach to this issue. In that regard, as Trower J recognised in the application before him in the Koza proceedings, the company in a dispute between shareholders as to its control or ownership may well have an important role to play in the proceedings. As I recognised at the recent CMC, Edelweiss will play a leading role, including for example in the disclosure process, with possibly the greatest burden in terms of the review and production of a significant volume of documents on a multiplicity of issues raised by other parties well beyond the bearer share claims but (even with its Law 47 argument) possibly having the least to say about them itself by way of positive case. I should also say that, with the tactical manoeuvring described, I am concerned that attempts to circumscribe what might fall within permitted legal expenditure will not only hinder the efficient progress of these proceedings, they will spawn yet further arguments as to the scope of any exceptions, not dissimilarly from what occurred in the Koza litigation, and that this will spiral to consume yet further legal costs in unnecessary satellite litigation.

212. Accordingly, despite a possibly ill-advised stance on the Law 47 argument, and whether or not the legal costs principle might, at least to the extent of that aspect of the dispute, be engaged in respect of a Panamanian company, the balance of convenience militates against narrowing the existing carve-out for Edelweiss’ own legal expenses. In the circumstances described, the absence of evidence as to potentially available funding from alternates such as Mr Kazakov does not alter the position. The Claimants joined Edelweiss as a necessary and proper party to what was already at the time of the proposed introduction in 2022 of the bearer share claims a much larger dispute. Edelweiss is entitled to have recourse to its own assets to fund its participation.

213. For the avoidance of doubt, although I did not understand it to be contentious, that carve-out includes Edelweiss’ expenditure on the Norwich Pharmacal proceedings. I also make clear that I am not legislating for Edelweiss’ legal expenditure on such involvement as it may continue to have in the Panamanian litigation or elsewhere, nor its legal spend more generally. My present view is that seeking to regulate those aspects would be overreaching on this court’s part. Other ‘carve-outs ’

214. As to the other ‘carve-outs’, as noted, there was some complaint by the Claimants as to the late service of the SJ Defendants’ related evidence in the form of Weinberg 5. However, I am not persuaded that this had led to any relevant prejudice, these matters having already been canvassed in correspondence with the SJ Defendants sufficiently in advance of the Hearing, including provision by the latter of related information. Both sides have been able to have their say even if some exchanges took place at the last minute.

215. Although likely already caught by the ordinary course of business exception, I agree that the two existing carve-outs for payments for Edelweiss to manage, deal with and maintain its own assets, asset portfolios and/ or its own proper functioning should be continued. Such payments are required properly to maintain the value of Edelweiss and its assets and, therefore, to protect Veronica’s arguable proprietary interest. Again, the scope of legal expenses apart, I did not understand this to be contentious.

216. Less obviously serving the same end was the continuation of the carve-outs proposed by Edelweiss to pay for:- (i) the maintenance of Hemaren, Cantucci and Cantucci’s assets and their reasonable legal expenses (still by way of loan but now repayable at the conclusion of the proceedings and still with a cap, albeit now increased to €750,000 per quarter from €600,000 per quarter); (ii) maintaining the Black Pearl (again, still by way of loan, but now repayable at the conclusion of the proceedings and still uncapped); and (iii) the reasonable expenses of certain Ukraine and Serbian companies (still capped at €275,000, but now with an additional contribution to refurbishment costs of the Serbian paint factory up to €400,000). Hemaren

217. As for Hemaren, the Claimants say that this forms part of Oleg’s estate and that any interest Mr Kazakov may have held was as Oleg’s nominee. Mr Kazakov says that he is Hemaren’s sole beneficiary. The SJ Defendants say that Hemaren holds a valuable asset in the form of its nominative shares in Edelweiss such that it should be properly maintained, the relevant expenses comprising payments to Hemaren’s registered agents, Foundation Council members and for its legal expenses.

218. I was not persuaded that it was appropriate for Hemaren to continue to be maintained or its legal costs to be funded at Edelweiss’ expense. Hemaren purports to hold Edelweiss at the behest of its beneficiary, Mr Kazakov, in respect of whom the Claimants have a seriously arguable case that he only enjoys that status as a result of the usurpation of Veronica’s proprietary rights. Although Mr Kazakov, Hemaren (and Edelweiss itself) deny those rights and/ or their usurpation, the balance of convenience cannot be said to lie with the company at the centre of that controversy effectively funding one side to that argument. Indeed, if Veronica is right in her claim to Edelweiss’ shares, the prejudice to her of Edelweiss funding these costs from its own assets, thereby maintaining and seeking to entrench that usurpation, would be palpable and, not least given Veronica’s claim to the entirety of those shares, likely irremediable.

219. Moreover, although the Marino principles are not directly engaged, the availability of funding for these costs other than from Edelweiss’ assets is not without significance here. There is no related evidence from the SJ Defendants but, given the relatively limited amounts involved in the scheme of this dispute as a whole, it would be surprising if the funding for those costs could not be sourced elsewhere. Mr Kazakov may well say that, since he is the beneficiary of Hemaren which owns Edelweiss, he is perfectly entitled to look to Hemaren to require Edelweiss to fund it. However, that would be to assume the issue in dispute and to fail to take sufficient account of Veronica’s arguable proprietary interest.

220. Nor does the fact that the funding is said to be by way of loan to Hemaren meaningfully shift the balance of convenience, the strength of that covenant being unknown, but default a potentially significant risk were Veronica to persuade the court that her proprietary interest is more than arguable.

221. I do, of course, appreciate that this decision may be disruptive to the arrangement of Edelweiss’ and Hemaren’s legal representation going forward. In that regard, they may also feel justified in saying that the Claimants have used the Injunction Application to engineer difficulties for them. Although the court will not lightly interfere in such matters, it is confident that such issues as might arise will be manageable such that they do not sufficiently alter the balance of convenience.

222. Finally, Edelweiss and Hemaren might also feel justified in saying that the former has been funding the latter for some time and that the Claimants have delayed significantly in seeking injunctive relief. They would be entitled to that comment. However, given the dispute that has arisen as to Edelweiss’ ownership, the potential problems created by its continued funding of Hemaren, including its legal costs, will not have been lost on either of them. Such delay would not be sufficient to tip the balance of convenience towards, or cause me to exercise my discretion in favour of, the SJ Defendants.

223. I will therefore not continue this exception to the undertaking. Black Pearl, Cantucci and Serbian and Ukrainian companies

224. The position with respect to the maintenance of the Black Pearl, Cantucci and its assets, and the Serbian and Ukrainian companies is somewhat different in the sense that, although Edelweiss is again the proposed funder, the relevant expenses do not directly implicate Edelweiss or its ownership. As for the Black Pearl, this is apparently owned by Silver Angel Yachting Limited, a Cyprus company. The Claimants say that the super-yacht was acquired with Bourlakov family assets and that the extent of any interest held by Mr Kazakov is limited to that of nominee for Oleg’s estate. Mr Kazakov says that the Black Pearl was bequeathed to him by Oleg. Edelweiss has historically made payments to maintain the vessel, including when Oleg was alive.

225. The running costs of the vessel between July 2020 and February 2024 were US$16m. For the period of the undertakings, Edelweiss provided funding to the extent of CHF2.4m. More recent estimates indicate operating costs for 2024/25 alone of US11m, with the need for replacement equipment and engineering works in addition to the necessary payments for insurance, crew salaries, management fees and supplier invoices. As at the date of the Hearing, chartering efforts to help offset costs were ongoing but none had yet been concluded. The ongoing funding was the subject of a loan facility dated 7 June 2024 in respect of the maintenance reasonably required for the vessel, repayable after three years with interest of 5% per annum (together with outstanding receivables of nearly €14.5m previously loaned for vessel maintenance).

226. The SJ Defendants propose the continuation of the existing arrangements under the undertakings, save for repayment of the funding taking place at the conclusion of the proceedings. Since the Claimants assert an interest in the Black Pearl through their interest in Oleg’s estate, and given the need to maintain the asset and the catastrophic consequences of not doing so, the SJ Defendants say that the removal of this exception would represent an act of ‘self-harm’. The Claimants, in turn, say that this might provide a rationale were they to agree to the funding. However, they do not agree and there is no suggestion that the payments would benefit Edelweiss.

227. The Cantucci Foundation’s assets include real estate in St Petersburg and Switzerland, artwork and antiques, owned by four Swiss entities bearing the ‘Edelweiss’ name. The private jet previously used by the Bourlakov family is also owned by the Cantucci Foundation, albeit through a more complex corporate structure. Again, Edelweiss has historically made payments to maintain Cantucci (including for its registered agents and Foundation Council members) and its assets, including when Oleg was alive.

228. The Claimants say that Cantucci forms part of Oleg’s estate and that that any interest held by Mr Kazakov is limited to that of nominee, albeit there is evidence of his de facto control. The SJ Defendants say that, since Cantucci is claimed to be an asset of the estate, it would be in Veronica’s interests for this to be maintained. Without the funding, the nature of Cantucci’s assets is such that they will deteriorate and reduce in value or, in the case of the private aircraft, be unable to generate income, jeopardising repayment of its historical loans. The Claimants’ response is not dissimilar to that for the Black Pearl.

229. The Ukrainian company owns an oil production factory, with an ongoing funding requirement of €100,000 per year, principally its working capital requirements, said to be stretched on account of the exigencies of the war and customer demands. Edelweiss has funded the company because it forms part of Oleg’s estate. The SJ Defendants say that, if funding were to cease, all parties should agree to this, with a waiver of all claims against Edelweiss in relation to the asset.

230. As for the Serbian company, this apparently sits within the Cantucci structure. Edelweiss has provided no more than €100,000 over the last four to five years. Further funding is now required to refurbish the former paint factory premises (at cost of approximately €400,000) to maintain the current lease with the Serbian Government, failing which it will be terminated and the entity will enter insolvency.

231. As a preliminary matter, in assessing where the balance of convenience lies for the purpose of these carve-outs, the Court makes clear that it is no part of its role to trespass on any issues arising with respect to Oleg’s estate, including the identity of his heirs or representatives or its ongoing administration. The dispute in this case is concerned with the alleged fraudulent scheme said to have been implemented by Oleg in concert with others. The question before me is whether, the balance of convenience favouring the grant of proprietary injunctive relief to prevent the dissipation or diminution in value of Edelweiss’ assets, the (agreed) ordinary course of business exception should be extended to the other matters identified. That, in turn, requires further consideration and calibration of the relevant interests engaged.

232. As for the Black Pearl, it could be said, as the Claimants do, that Edelweiss itself has no interest in the vessel or its maintenance and that Veronica’s position as potential beneficiary of Oleg’s estate is neither here nor there if she does not agree to the deployment of Edelweiss’ funds in the manner suggested. I agree that such arguments might ordinarily have some traction but for the following matters.

233. First, the Claimants’ original position on the Injunction Application with respect to any permitted expenditure was stated in Ms Pigott’s first affidavit dated 19 March 2024. This was sworn after the withdrawal of the injunction application against Mr Kazakov, Mrs Kazakova and Mr Anufriev and after Edelweiss had given its original non-dissipation undertaking (containing more limited carve-outs for ordinary course of business dealings and reasonable legal costs). It also post-dated provision to the Claimants of the Allister report prepared for the period 20 July 2020 to 13 February 2024, Ms Oses’ affidavit dated 8 March 2024 and Mr Kazakov’s second witness statement of the same date. Between them, those documents disclosed significant historical payments in respect of, amongst other things, the maintenance of Hemaren and Cantucci and, in the case of the Black Pearl, the related assignment to Edelweiss of historical debts, the fact that ongoing maintenance costs would be significant and unpredictable and the inability to charter the Black Pearl due to legal difficulties. Ms Pigott explained the Claimants’ position on potential exceptions to the injunctive relief sought by her clients in the following terms:- “48. …. there is no suggestion in the Respondents ’ evidence that Edelweiss has any independent business, aside from managing and trading in and out of positions in its investment portfolio. It is, to put it in colloquial terms, a “pot” that holds money for the ultimate benefit of whoever is its true owner. This is a highly material consideration when it comes to the balance of convenience/ injustice, because the potential damage to Veronica if an injunction is not granted is, it is submitted, quite obviously greater than the potential damage to Edelweiss from a properly crafted injunction. In fact, the making of such an order should not result in any damage to Edelweiss whatsoever.

49. In that regard, the Applicants are willing to agree to a carve-out which would allow Edelweiss to: (i) deal with its assets in the ordinary course of its business; and (ii), in addition, maintain the lending that it has historically advanced in relation to the maintenance of the Black Pearl.

50. The Applicants do not however accept that any carve-out should extend so as to permit Edelweiss: (i) to make payments to third parties that are not required to maintain its asset portfolio and/ or its own proper functioning; (ii) to fund the living expenses or legal fees of any other persons, including the Kazakovs and Hemaren; or (iii) to actively contest the dispute in these proceedings as to its own true ownership.”

234. Following that statement of the Claimants’ position, the Injunction Application was further adjourned upon the more detailed undertakings from Edelweiss and Hemaren, to include the further carve-outs, including for the Black Pearl’s maintenance costs. Although it could be said that, by the time of the Hearing a year later, the position had moved on in that the Black Pearl was by then capable of charter, the Claimants, of course, knew that that might be the case in March 2024, no charters had been secured for the winter season in any event and, although potential charters had been identified for the summer season, none had yet been concluded.

235. Second, although Edelweiss is not the owner of the Black Pearl, it quite clearly does have an interest in its maintenance, namely the repayment of the historical lending and of the loan it entered into on 7 June 2024 under which it committed to meet the vessel’s reasonable maintenance requirements and has already made significant funding available. Continuing to keep the vessel in a condition to generate revenue will further that interest. If she is right on her bearer share claim, that is also in Veronica’s interest.

236. Although the potential cost of the ongoing maintenance is very significant (and uncapped), I accept that the risk of not providing that funding could be even worse in terms of the deterioration of the condition of the vessel, the inability to charter it on that account and, therefore, the potential inability to recover those debts. In light of that interest and the Claimants’ original acceptance of the ongoing funding of the Black Pearl, on which I consider it was reasonable for Edelweiss to have relied in making available in June 2024 a loan commitment for the amount reasonably required to maintain the Black Pearl, I am satisfied that the balance of convenience favours the continued carve-out. However, I do not accede to the suggestion of the SJ Defendants that the timing of repayment of that further funding should be moved to the conclusion of these proceedings.

237. As for the costs of maintaining Cantucci and its assets (including the private aircraft) and the Ukrainian and Serbian companies, although significantly less than those envisaged for the Black Pearl, I was not persuaded that the balance of convenience came down on the side of sanctioning those exceptions. First, although Edelweiss does have an interest in securing repayment from Cantucci of the funds it has lent, the related information in terms of what assets the Cantucci structure comprises and, save perhaps for the aircraft, their ongoing maintenance needs, is obscure. The position with the Black Pearl was much clearer.

238. Second, unlike the Black Pearl, the Cantucci structure appears to own a number of assets. Although some generate income, this seems insufficient to cover the group’s needs in terms of the maintenance of the structure itself and its assets. That said, and considering again the question of whether alternative sources of funding might be available, and the relatively more modest level of the group’s needs, it was unclear why the group’s asset holdings could not be rationalised and/ or some realised to cover its maintenance needs and legal expenses in these proceedings, as well as to repay the debts due to Edelweiss. Nor was it clear what thought, if any, the Cantucci group, the administrators of Oleg’s estate or the potential beneficiaries of the estate had given to these matters. Again, there was a paucity of evidence in this regard.

239. Third, it was also unclear whether the funding for the Ukrainian and Serbian companies had been or was to be by way of loan. If not, Edelweiss’ interest would be difficult to discern. However, even if the funding was or was to be the subject of a loan and, again, despite the relatively modest sums at stake, given the apparently precarious financial position of both companies, it seemed unlikely that the interests of Edelweiss (and, therefore, Veronica) would be served by placing yet more of Edelweiss’ money in the direction of these entities. Nor, even if the court could compel it, did it consider appropriate the agreement and ‘waiver’ of the nature indicated by the SJ Defendants with respect to the cessation of funding to the Ukrainian company.

240. Given these matters, I was not persuaded that the balance of convenience lay in favour of Edelweiss’ continued funding of the Cantucci entities, their assets (including the aircraft) or Cantucci’s legal costs or of the Ukrainian and Serbian companies. I decline to extend the related carve-outs on their account. Other matters and next steps

241. Finally, the Claimants also sought as the suggested quid pro quo for the ordinary course of business exception the disclosure of monthly statements for each account in which Edelweiss holds assets and a list of other assets. I agree that the balance of convenience favours some disclosure and I am presently minded to order the provision of quarterly portfolio statements (consistent with the position on disclosure discussed at the recent CMC), together with the reporting of any other assets held separately above a certain value threshold. Given my decision in relation to the Black Pearl, it also seems appropriate that there should be some reporting in relation to the ongoing expenditure on that vessel. This can be discussed further at the consequentials hearing, if not agreed earlier by the parties.

242. In light of the decisions I have reached, particularly as to the declination of the extension of some of the carve-outs and the concerns expressed by the SJ Defendants as to potential liability from cessation of some funding and non-recovery of existing indebtedness, I do consider it is appropriate for the Claimants to fortify their cross-undertakings. In that regard, I am satisfied that the proposed undertaking in respect of the monies presently standing to the Claimants’ credit in Mishcon de Reya’s client account would be appropriate.

243. Finally, the court is content for the order to take the form of further undertakings from the SJ Defendants in lieu of an injunction order. The court understands that the Claimants have no objection to this.

244. I would ask the parties to seek to agree, so far as they can, a draft Minute of Order reflecting these decisions and to let me have their proposed draft prior to the disclosure guidance hearing next week. I will hear from them further about this, together with any consequential matters arising, including any applications for costs and permission to appeal, at the conclusion of that hearing.