Credit Suisse Virtuoso Sicav-Sif & Anor v Softbank Group Corp. & Ors

Credit Suisse Virtuoso Sicav-Sif & Anor v Softbank Group Corp. & Ors

The court held that the relevant transaction was the release by Greensill Limited of its rights under the RPA (the CEA and TA), which was a transaction at an undervalue as Greensill gave up valuable security for no consideration. Greensill entered into the transaction for the purpose of prejudicing the claimants' interests, as it knew the effect was to remove the only asset backing the notes. However, the SoftBank defendants did not share or know of this improper purpose, believed the $440 million injection would be used to redeem the notes, and any benefit they received (Katerra shares) was lost in Katerra's subsequent bankruptcy. In these circumstances, no restorative or compensatory...

Parties
Claimant: Credit Suisse Virtuoso SICAV-SIF (In respect of its Sub-Fund, the Credit Suisse (Lux) Supply Chain Finance Fund); Claimant: GLAS Trust Corporation Limited (as note trustee for the Fairymead Multi Obligor Programme); Defendant: SoftBank Group Corp.; Defendant: SVF II Abode (Cayman) Limited; Defendant: SCF Abode (Cayman) Limited; Defendant: SVF Habitat (Cayman) Limited; Defendant: SoftBank Vision Fund L.P.; Defendant: SoftBank Vision Fund II-2 L.P.; Defendant: Greensill Limited (in liquidation)
Jurisdiction
England and Wales
Judgment Date
15 October 2025
Procedural Posture
Commercial/chancery (financial List) / Final Judgment After Trial
Outcome
Claim dismissed
Legal Topics
Transaction at Undervalue, Section 423 Insolvency Act 1986, Securitisation, Supply Chain Finance, Fraudulent Conveyance, Restorative Relief, Purpose Test in Insolvency Avoidance, Valuation of Security, Creditor Protection
Insolvency Commercial Law Equity and Trusts Transaction at Undervalue Section 423 Insolvency Act 1986 Securitisation Supply Chain Finance Fraudulent Conveyance +4 more

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Parties

Credit Suisse Virtuoso SICAV-SIF (In respect of its Sub-Fund, the Credit Suisse (Lux) Supply Chain Finance Fund)

Claimant

GLAS Trust Corporation Limited (as note trustee for the Fairymead Multi Obligor Programme)

Claimant

SoftBank Group Corp.

Defendant

SVF II Abode (Cayman) Limited

Defendant

SCF Abode (Cayman) Limited

Defendant

SVF Habitat (Cayman) Limited

Defendant

SoftBank Vision Fund L.P.

Defendant

SoftBank Vision Fund II-2 L.P.

Defendant

Greensill Limited (in liquidation)

Defendant

Procedural Posture

Commercial/chancery (financial List) / Final Judgment After Trial

Legal Issues

  1. 1 What is the relevant 'transaction' for the purposes of section 423 Insolvency Act 1986?
  2. 2 Was the transaction at an undervalue?
  3. 3 Did the debtor (Greensill Limited) enter into the transaction for the purpose of prejudicing creditors?

Ratio Decidendi

The court held that the relevant transaction was the release by Greensill Limited of its rights under the RPA (the CEA and TA), which was a transaction at an undervalue as Greensill gave up valuable security for no consideration. Greensill entered into the transaction for the purpose of prejudicing the claimants' interests, as it knew the effect was to remove the only asset backing the notes. However, the SoftBank defendants did not share or know of this improper purpose, believed the $440 million injection would be used to redeem the notes, and any benefit they received (Katerra shares) was lost in Katerra's subsequent bankruptcy. In these circumstances, no restorative or compensatory...

Court Disposition

Claim dismissed