Varley & Ors, R. v

Varley & Ors, R. v

Directors who sign and accept responsibility for prospectus statements can be personally liable for false representations under s.2 of the Fraud Act 2006. The doctrine of innocent agency is applicable to statutory conspiracy under s.1(1) of the Criminal Law Act 1977. The trial judge erred in law in ruling there was no case to answer on these routes for all respondents except John Varley, against whom the evidence was insufficient. The SFO's appeal is allowed in part, permitting the case to proceed against Jenkins, Kalaris, and Boath, and the indictment to be amended to include particulars relating to the Warrant Prospectus.

Parties
Appellant: Regina; Respondent: John Varley; Respondent: Roger Jenkins; Respondent: Thomas Kalaris; Respondent: Richard Boath
Jurisdiction
England and Wales
Judgment Date
21 June 2019
Procedural Posture
Criminal Appeal / Appeal From Terminating Ruling (no Case to Answer)
Outcome
Appeal allowed in part; proceedings against John Varley terminated; case to proceed against Jenkins, Kalaris, and Boath; indictment amended.
Legal Topics
Fraud by False Representation, Statutory Conspiracy, Directors' Liability, Innocent Agency, Market Integrity, Prospectus Misstatements
Criminal Law Corporate Crime Financial Regulation Fraud by False Representation Statutory Conspiracy Directors' Liability Innocent Agency Market Integrity +1 more

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Parties

Regina

Appellant

John Varley

Respondent

Roger Jenkins

Respondent

Thomas Kalaris

Respondent

Richard Boath

Respondent

Procedural Posture

Criminal Appeal / Appeal From Terminating Ruling (no Case to Answer)

Legal Issues

  1. 1 Whether directors can be personally liable for false representations in company prospectuses under s.2 Fraud Act 2006
  2. 2 Applicability of innocent agency doctrine to statutory conspiracy under s.1(1) Criminal Law Act 1977
  3. 3 Evidential sufficiency of the case against John Varley

Ratio Decidendi

Directors who sign and accept responsibility for prospectus statements can be personally liable for false representations under s.2 of the Fraud Act 2006. The doctrine of innocent agency is applicable to statutory conspiracy under s.1(1) of the Criminal Law Act 1977. The trial judge erred in law in ruling there was no case to answer on these routes for all respondents except John Varley, against whom the evidence was insufficient. The SFO's appeal is allowed in part, permitting the case to proceed against Jenkins, Kalaris, and Boath, and the indictment to be amended to include particulars relating to the Warrant Prospectus.

Court Disposition

Appeal allowed in part; proceedings against John Varley terminated; case to proceed against Jenkins, Kalaris, and Boath; indictment amended.

Orders

  • Proceedings against John Varley dismissed for lack of evidential sufficiency.
  • Trial to proceed against Roger Jenkins, Thomas Kalaris, and Richard Boath on Count 1, and Roger Jenkins on Count 2.