Judgment summary
This case concerned a reference by Robin Crispin Odey against a Decision Notice issued by the Financial Conduct Authority on 3 March 2025, which found that Mr Odey had breached Individual Conduct Rule 1 (the requirement to act with integrity) under COCON, and imposed both a prohibition order under section 56 FSMA and a financial penalty of £1,835,200 under section 66 FSMA (para 1-3).
The Authority's case centred on Mr Odey's conduct during the period 24 December 2021 to 17 November 2022, during which he twice removed the Executive Committee (ExCo) of Odey Asset Management LLP (OAM), the firm he founded and majority owned, in order to prevent them from adjudicating alleged breaches of a Final Written Warning (FWW) imposed on him following an earlier disciplinary process (para 4-5).
The Tribunal, comprising Mr Justice Thompsell, Judge Rupert Jones and Member Catherine Farquharson, heard extensive evidence over many days in March and May 2026 and found that Mr Odey's asserted justifications for his conduct, including claims of unfairness, undue pressure from the Authority and lawyers, existential threat to the firm, and reliance on the eventual outcome of a later disciplinary hearing, were not genuinely held at the time or were not reasonable, and that his true motivation was self-interest and self-preservation (para 8-13).
The Tribunal dismissed the reference in its entirety, upheld the prohibition order, and determined that a reduced financial penalty of £1,529,374 was the appropriate sanction (para 8).
Background
Mr Odey was the founder and majority owner of OAM, an investment management firm, and was also an employee subject to Individual Conduct Rule 1 as a certification employee (para 2). Following a first disciplinary hearing in January 2021, based on a report finding numerous instances of inappropriate behaviour towards female employees between 2003 and 2020, OAM's Executive Committee issued Mr Odey a Final Written Warning rather than dismissing him, a decision he accepted (para 4, 18).
In late 2021, further allegations emerged that Mr Odey had breached the terms of the FWW, including contact with a temporary receptionist. A second disciplinary hearing was scheduled to consider these allegations and, if proven, whether Mr Odey should be dismissed (para 20, 32).
On 24 December 2021 Mr Odey removed the first ExCo (consisting of Mr Pearey, Lord Roborough and Mr Hanbury) and appointed himself as sole member, placing the firm in breach of regulatory requirements including the requirement for at least two senior managers (para 15-16, 385). He again removed a newly constituted second ExCo (Mr Richards and Mr Kelton) on 31 March 2022, after further allegations emerged and safeguarding measures were proposed (para 24-27, 614).
The Authority opened an enforcement investigation into both Mr Odey and OAM in May 2021 concerning non-financial misconduct (NFM) allegations and the firm's handling of them (para 285-288). A disciplinary hearing was eventually held by a differently constituted third ExCo in November 2022, which found only two 'technical' breaches of the FWW and did not dismiss Mr Odey (para 630-632).
Core dispute
The central issue was whether Mr Odey's conduct in twice removing the ExCos, appointing himself as sole member in breach of regulatory requirements, and making certain statements to OAM's members, investors and the Authority, demonstrated a lack of integrity contrary to Individual Conduct Rule 1, rendering him not fit and proper (para 28, 49).
The Authority's Five Allegations were: (1) that Mr Odey's removal of both ExCos was deliberately intended to frustrate the disciplinary process and was motivated by self-interest; (2) that he demonstrated reckless disregard for OAM's governance and regulatory compliance; (3) that his conduct risked entrenching a culture normalising his inappropriate behaviour; (4) that his dealings with OAM, clients, investors and the Authority lacked candour; and (5) that he made a false assertion of fact to the Authority to secure an indefinite deferral of the second disciplinary hearing (para 28).
Mr Odey argued that he acted to secure a fair hearing in circumstances of alleged unfairness, undue pressure from the Authority and lawyers, and an existential threat to the firm, and that his actions were vindicated by the fact that a differently constituted third ExCo ultimately found only technical breaches and did not dismiss him (para 31-42).
A separate legal issue concerned whether the Authority had jurisdiction under sections 66/66A FSMA to discipline Mr Odey for acts performed in his capacity as controller of OAM rather than as a certification employee, which was relevant to the financial penalty (para 46).
Court findings
The Tribunal found that Mr Odey's asserted beliefs and justifications were not his primary or contemporaneous motives for removing the ExCos, and that many of these beliefs were not genuinely held at the time or were not reasonably held, reflecting instead a sense of entitlement (para 9-10). It found that Mr Odey was motivated by self-interest and self-preservation to avoid being held to account and dismissed, and that he repeatedly threatened to close the firm if the ExCos found against him (para 9, 367-376).
The Tribunal rejected each of Mr Odey's justifications in turn: that the disciplinary process was structurally unfair (para 663-690); that the ExCos had pre-judged the outcome (para 697-711); that Mr Pearey was acting out of self-interest (para 717-720); that the Authority or lawyers placed undue pressure on the ExCos (para 770-843); that there was uncertainty regarding the Authority's NFM jurisdiction that justified his actions (para 856-866); that removal was justified to protect the firm, staff and clients from an existential threat (para 878-895); that the eventual outcome of the third ExCo's hearing vindicated his conduct (para 948-963); and that the terms of the FWW were unreasonable or disproportionate (para 967-993).
The Tribunal found that Mr Odey lacked credibility as a witness on several material points, including falsely claiming to have self-reported his breach of the FWW, being responsible for false minutes of an ExCo meeting, and understating the nature of findings made against him in the earlier disciplinary process (para 121-136).
The Tribunal concluded that Mr Odey acted with reckless disregard for OAM's governance and regulatory compliance in removing both ExCos, and that his conduct also failed on the Third, Fourth and Fifth Allegations, including material misrepresentations to OAM's members, clients and the Authority, and a false assertion regarding an agreement on alignment of disciplinary and enforcement processes (para 9, 1282).
Outcome
The Tribunal dismissed Mr Odey's reference in its entirety (para 8, 1408 heading referenced). It upheld the Authority's decision to make a prohibition order against Mr Odey under section 56 FSMA, finding that this was reasonably open to the Authority (para 8, 45).
In relation to the financial penalty imposed under section 66 FSMA, the Tribunal determined that the appropriate action was to impose a reduced financial penalty of £1,529,374, rather than the £1,835,200 originally imposed by the Authority (para 3, 8).
The Tribunal found that Mr Odey lacked integrity in each of the ways alleged by the Authority across the Five Allegations.
Major issues / areas of contention
- Whether Mr Odey's removal of the first and second Executive Committees of OAM was motivated by self-interest to avoid dismissal, or by genuine and reasonable concerns about fairness, undue pressure, and the future of the firm
- Whether Mr Odey demonstrated reckless disregard for OAM's governance and compliance with regulatory rules, including SYSC 4.2 (requirement for at least two senior managers) and FUND 3.7.2R (functional and hierarchical separation of risk management)
- Whether Mr Odey's conduct risked entrenching a culture at OAM normalising his inappropriate behaviour towards female employees
- Whether Mr Odey's communications with OAM's members, clients, investors and the Authority lacked candour or contained material misrepresentations
- Whether Mr Odey made a false assertion of fact to the Authority regarding an agreed alignment or sequencing between the internal disciplinary process and the Authority's enforcement investigation
- Whether the Authority had jurisdiction under sections 66/66A FSMA to discipline Mr Odey for conduct undertaken in his capacity as controller of OAM rather than as a certification employee
- Whether the Authority's decision to impose a prohibition order under section 56 FSMA was reasonably open to it
- What the appropriate level of financial penalty should be, assuming a finding of lack of integrity
- Whether the outcome of the eventual disciplinary hearing conducted by a differently constituted third Executive Committee, which found only technical breaches, could retrospectively justify Mr Odey's earlier removal of the first and second Executive Committees
- Whether evidence concerning the underlying non-financial misconduct allegations and the first disciplinary hearing was admissible despite not forming part of the Authority's pleaded case