Aabar Holdings SARL v Glencore PLC & Ors

Aabar Holdings SARL v Glencore PLC & Ors

The Shareholder Rule is unjustifiable and should no longer be applied in English law; its original proprietary rationale is obsolete, and joint interest privilege does not support its existence or extension to company/shareholder relationships.

Parties
Claimant: Aabar Holdings S.À. R. L.; First Defendant: Glencore PLC; Second Defendant: Ivan Glasenberg; Third Defendant: Anthony Bryan Hayward; Fourth Defendant: Steven Frank Kalmin
Jurisdiction
England and Wales
Judgment Date
27 November 2024
Procedural Posture
Commercial Court Privilege Dispute / Judgment After Hearing on Privilege Issues
Outcome
Claimant's challenge to privilege rejected; Shareholder Rule does not apply.
Legal Topics
Legal Professional Privilege, Shareholder Rights, Joint Interest Privilege, Litigation Privilege, Without Prejudice Privilege, Disclosure, Corporate Groups
Company Law Civil Procedure Evidence Legal Professional Privilege Shareholder Rights Joint Interest Privilege Litigation Privilege Without Prejudice Privilege +2 more

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Parties

Aabar Holdings S.À. R. L.

Claimant

Glencore PLC

First Defendant

Ivan Glasenberg

Second Defendant

Anthony Bryan Hayward

Third Defendant

Steven Frank Kalmin

Fourth Defendant

Procedural Posture

Commercial Court Privilege Dispute / Judgment After Hearing on Privilege Issues

Legal Issues

  1. 1 Does the Shareholder Rule exist in English law?
  2. 2 Does the Shareholder Rule apply to legal advice privilege, litigation privilege, and without prejudice privilege?
  3. 3 Does the Shareholder Rule extend to Aabar as a non-registered shareholder and successor to a beneficial owner?

Ratio Decidendi

The Shareholder Rule is unjustifiable and should no longer be applied in English law; its original proprietary rationale is obsolete, and joint interest privilege does not support its existence or extension to company/shareholder relationships.

Court Disposition

Claimant's challenge to privilege rejected; Shareholder Rule does not apply.

Orders

  • Shareholder Rule does not exist in English law and cannot be invoked by Aabar.
  • If Shareholder Rule exists, it applies to legal advice and litigation privilege but not to without prejudice privilege.