A v Z

This case is in effect the hearing of the parties’ cross applications for financial remedies ancillary to their divorce.

The husband, who is the applicant procedurally, has been represented by Michael Glaser KC and Ewan Murray. The wife, who is the respondent procedurally, has been represented by Tim Bishop KC and Abigail Bennett.

I have heard oral evidence from the husband, the wife, Mr Isaacs (a forensic accountant instructed as a single joint expert), B (the finance director of the wife’s family companies) and C (the wife’s sibling).

I have read opening written submissions of the husband and the wife and heard and read closing submissions.

In essence the issue in this case is how to deal with shares in the wife’s family companies, which were transferred to the husband during the course of the marriage, in the light of a prenuptial agreement and the principles guiding the courts on the disposal of financial remedy claims.

I have been presented with an agreed chronology. What follows is largely taken from that document.

The husband is 41 and the wife is 39. They have cohabited since the summer of 2007. They married in July 2013, following a prenuptial agreement which was entered into in June 2013, that is shortly before the marriage. The wife comes from a wealthy family and is consequently wealthy in her own right. She encouraged the husband to enter into a prenuptial agreement. It is accepted between the parties that the prenuptial agreement should be upheld save in relation to points that will be explored below.

The parties have two school-aged children.

The parties have agreed a shared care arrangement. For the time being they have both remained living in the former matrimonial home. That has contributed to the unpleasantness between the parties. There are now Children Act proceedings underway but the principle of the children dividing their time between the parents is not disputed.

In the mid-2010s, during the marriage, the husband started a financial services business, D Ltd. That has benefitted from very substantial funding from the wife and E Group (as I shall refer to her family businesses collectively). In September 2019 the wife was transferred shares in D Ltd such that she now holds a minority shareholding in that company. The funding from the wife and E Ltd was by way of loan. That has given rise to debts, which have been getting bigger.

In October 2020 the husband was allotted shares in the wife’s family business, then EF Ltd, such that he had 5% of that company. EF Ltd has demerged over time giving rise to EG Ltd and EH Ltd, EI Ltd, and EJ Ltd. The 5% has followed the holding into each but has been diluted to 4.5% by the issue of extra shares in EG Ltd.

In December 2021 the former matrimonial home was purchased with funds from the wife in the parties’ joint names. It has an agreed value now of £9 million and a net equity of £8.85 million. It is mortgage free.

In 2023 formal loan agreements were entered into between D Ltd and the wife, that debt now stands at about £4 million, and D Ltd and EK Ltd (a subsidiary of EH Ltd), that debt now stands at about £6.5 million. The debt to EK Ltd is secured by a charge. During the course of the marriage the interest on the EK Ltd debt had been added to the capital value of the loan but since the breakdown of the marriage EK Ltd has insisted upon periodic payment.

In May 2024 (according to the wife) or August 2024 (according to the husband) the parties separated. That is after 17 years of a cohabiting relationship. On the 15 November 2024 the husband applied for a divorce and made an application for financial remedy orders in Form A. The application for financial remedies was transferred to me. Shortly before the First Appointment the wife issued a notice to show cause why the prenuptial agreement should not be made an order of the court. There have been a number of court hearings before me from a First Appointment in March 2025 to this hearing in February 2026. A conditional order of divorce was made in January 2026. I have provided for maintenance pending suit, and the production of evidence. Materially I directed the instruction of Mr Isaacs, a forensic accountant. He has reported as to the value of the parties’ shares in D Ltd and the various E Group companies.

There was a 2-day private FDR before Nicholas Allen KC in September 2025. I regret that this matter was not compromised on that occasion. There are significant issues between the parties which have led to this trial but there is also a markedly high degree of animosity which has been voiced during this trial which will be damaging for any chance the parties might have had of a constructive relationship as parents of their relatively young children. Further, this trial has come at a great cost. The husband’s costs are £1.495 million and the wife’s costs are £1.299 million.

The prenuptial agreement provides in summary:

I have been provided with an ES2. That is in large part agreed.

The principal assets for the purpose of this judgment are:

The ES2 gives assets of about £163 million to about £177 million. The vast majority of which is in the wife’s name.

As to income: the wife has a net income of some £7.3 million a year, arising mainly from dividends. The husband has no income, other than the maintenance pending suit I have ordered. Mr Isaacs says that none is sustainable from D Ltd given the demands that are now being made on it to meet the interest on the EK Ltd loan.

In his oral evidence Mr Isaacs confirmed that no one would buy D Ltd because of its debt to the wife and EK Ltd. The debt to the wife can be called in within 12 months (it has not as yet been called in) and she can seek interest on it (none is yet required). The debt to EK Ltd is to be repaid by February 2029. It was Mr Isaacs’ prediction that the company would be insolvent on a cash flow basis by February 2029, even if the wife does not call in her loan. If the wife called in her loan the company would be cash flow insolvent sooner.

Mr Isaacs was questioned as to what D Ltd might realize: the value that he had ascribed to it in his report of some £2.3 million was a net asset value. Mr Isaacs made clear, as he had in writing, that he had not been instructed to prepare a valuation on a winding up basis. He assisted me however by considering in his oral evidence what value the company might produce if it were to be wound up. He pointed to various reductions to the assets that would occur if this were to happen including redundancy payments, interest payments, the loss of value to tangible and intangible assets, lease payments, and the costs of an administrator. His oral evidence was that it was unlikely that the shares in the business would produce any return and the director’s loan account may not be fully paid out if the company were wound up.

If, on the other hand, it was possible to sell the business, rather than the company, there might be an uplift on what was to be received over the net asset value. This would depend on a number of factors, critical among them being the cost and ownership of IT which currently is provided by a E Group company (and as to which there has been a recent request to substantially increase the charge), and the position of EK Ltd in relation to the charge securing their debt.

The uncertainty which attached to any corporate valuation I conclude is greater here than in most cases. The value of the husband’s company is dependent on the actions of the wife and EK Ltd. I do bear in mind that insofar as the largest part of any value of D Ltd would go to meet the £10.5m debt to the wife and EK Ltd, I should consider that rationally EK Ltd and the wife will be likely to act so as to allow D Ltd to have value, but I need to be worried as to how bothered, beyond recovering that money, the wife and EK Ltd will be in allowing the husband to maximise the potential value of D Ltd and recovering money for himself.

The husband was more optimistic about the fate of D Ltd than Mr Isaacs. He appeared to me to be emotionally invested in keeping the business going. He pointed to the fact that the EBITDA as used by Mr Isaacs was some £500,000 lower than it would have been had D Ltd not had to change the terms on which its business was done (from upfront to recurring payments) which meant a short-term cash influx but a long-term reduction in earnings. This change he explained was a consequence of the need to find money to pay the EK Ltd loan, rather than leaving it to be capitalised as had happened.

Attractive though it was to hear a more positive account, I was left with a sense of a lack of realism in the husband’s approach. There was no suggestion that EK Ltd would waive the periodic payment of their loan. And the wife, when I put a question to her in relation to her loan, was not prepared to give any indication as to her intentions. B, the financial director of E Group, indicated that the proposed uplift in IT charges was not as dramatic as the husband had set out and that it was open to negotiation. It is clear however that E Group’s control of D Ltd’s IT is a point of uncertainty which I must hold in mind.

Mr Glaser tells me that I should ignore the value to the husband of D Ltd all together, both as to the value of the shares and as to the value of the husband’s director’s loan account. His argument is that E Group and the wife will act so as to destroy its value.

Given the interest that both the wife and EK Ltd have in the value of D Ltd, I conclude that it is appropriate for me to continue to use the values that have been ascribed to the parties’ shareholdings in D Ltd by Mr Isaacs, and consider the husband’s loan account (and the wife’s loan) as having value, but I will in my overall analysis need to remind myself that the value of these assets is significantly uncertain.

I note at this stage that in his closing submissions Mr Bishop put to me, when I remarked upon the husband’s positive account of D Ltd’s future, that I was being naïve, in that the husband was, by being positive, endeavouring to take the value of the business away from resources which might otherwise meet his needs. Given that I have concluded that the husband was being unrealistic in his hopes to preserve that business I do not need to consider this any further.

E Group is a significant national business. It has been a business of the wife’s family for a number of generations.

A feature of the presentation of this case to me is how the articles of association of the various different companies now within my umbrella label of E Group have evolved during this marriage and how shareholders are to be dealt with in the event of a divorce.

The husband received shares personally on the 21 October 2020 in EF Ltd. There is a deed of appointment in the court bundle in relation to the husband’s shares. It is signed by the wife’s sibling, C, her other sibling, the wife, and the husband. It records that the shares had been held by a trust and were now to be held ‘upon trust for [the husband] absolutely’. The shares were categorised as A4 shares. The husband gives various indemnities to the trustees as a consequence of receiving the shares.

On the same day there is a redesignation of his shares, and there are new articles of association adopted. Those articles make no particular provision as to what might happen to the husband’s shares (or anyone else’s) in the event of a divorce.

In December 2020, so a few months later, EG Ltd is demerged from EF Ltd. New articles of association are adopted for that. They do make provision for what happens in the event of a divorce. At clause 18.3 the non-family spouse is required to transfer their shares to the family spouse ‘for such consideration as may be agreed between them’. Provision is made in the event of non-agreement (as Mr Glaser had identified and on which there was no argument) for the shares to be valued as a pro-rata of the value of the entire company, without discount or premium.

I record here that Mr Bishop makes the point that the valuation process is only initiated by the company issuing a request for the shares to be transferred. So he says the husband’s shares could be ‘land-locked’ such that they would remain in the company pending a sale, with no right to any dividends. Mr Glaser responds to this point by saying that the (now) agreed transfer of these shares in these proceedings is in effect a request for transfer. This issue will be considered below.

In July 2022, so a further year and a half later, EH Ltd, EI Ltd, and EJ Ltd are demerged from EF Ltd. The new articles for each have identical divorce provisions to each other. At clause 36.3 of each there is a very similar clause to 18.3 of EG Ltd, i.e., a transfer to the family spouse ‘for such consideration as may be agreed between them’, but there is no provision as to what might happen in the event of non-agreement.

The articles do provide that if the shares are not transferred in accordance with these articles they shall cease to have any rights, but given the article requires an agreement as to value that does not appear to provide an answer as to what happens where there is no such agreement, only as to what happens if there is agreement and then no transfer.

I need to note that in relation to these provisions, Mr Isaacs was asked by Mr Bishop whether he had taken them into account when providing his valuation of the parties’ shares. Mr Isac said he had not, and with reference to clause 36.3 he said that it was an ‘odd provision’. It was odd, he said, in that it provided for consideration to be agreed but not what happened absent agreement.

I also need to note that it is agreed that the husband did not have notice of the intention on the part of other shareholders to pass amendments to the articles of association or the meetings in which such proposals were considered and voted on. It was said on behalf of the wife that there was no requirement for him to have notice. I questioned whether that was right, as a matter of law, and I have been told by both parties in closing submissions that it is not right. The husband was entitled to be told of the changes planned to the articles of association. Mr Glaser made clear that he would rely on this as evidence of bad conduct on the wife’s part, were it to be considered that the change in the articles of association has left his client’s shares without value.

The parties are agreed:

The parties disagree about whether or not there should be payment for their exchanged shares. The husband says that there should be payment because in the terms of the separation agreement these shares count as his separate property. If he, as part of the divorce and in furtherance of the principle of a clean break, is to give them to the wife then he should properly receive consideration for them. The wife says there should be no such payment. She says there should not be such a payment because:

These points, on both sides, will need to be considered.

I note that the total value of the husband’s shares in each of the four E Group companies is £6,894,000 (net of tax) on a discounted basis. This is what the husband seeks for these shares. That would need to be reduced by £326,732 to reflect the value of D Ltd shares that would be transferred by the wife to the husband (if I were to use Mr Isaacs’ figure). So the figure argued about here is £6,567,268.

Further, the husband says that the money to be transferred to him in accordance with the points set out above will leave him with less than he reasonably needs to make provision for himself and the children, even when his own assets are taken into consideration, such that the total of the lump sum he should receive is £14,616,120.

The parties also disagree about the child maintenance that the wife should pay to the husband. He puts the figure at £49,000 pa per child, in accordance with the prenuptial agreement. The wife puts the figure at £39,500 pa per child.

There are many other small points between the parties which I will not detail here. They have not been addressed by the parties in their closing submissions. I hope they will fall in place once the judgment has been received and I will endeavour to return to them at the end of this judgment. Should I miss any, or should there be disagreement with those that I am hoping will fall in place once the judgment has been received, they will need to be dealt with subsequently by written submissions.

I am reminded, and it is not controversial, that my task is to arrive at a fair result.

I was referred to Radmacher v Granatino [2010] UKSC 42 and in particular the proposition set out in bold at paragraph 75, in the judgment of the majority, namely,

And, my attention was drawn to some of the circumstances where it might be thought unfair to hold parties to an agreement, such as:

At my request I was taken to Brack v Brack [2018] EWCA Civ 2862 in which King LJ said,

From these authorities, which of course bind me, it can be said that my legal test is straightforward, I should follow the proposition set out in Radmacher and hold the parties to the prenuptial agreement unless to do so would not be fair. In judging whether or not the agreement is unfair I need to consider all the circumstances of the case: these include the section 25 factors (not merely the 25(2) factors), and the principles developed in case law, in particular, needs, compensation and sharing. I note that of those principles Radmacher tells me it is needs and compensation that are more likely to render the agreement unfair, but that is in the context of a prenuptial agreement excluding a sharing claim, rather, than, as Mr Bishop argues here a prenuptial agreement unfairly giving rise to sharing in non-matrimonial property.

I record that Mr Bishop has drawn my attention to the case of Standish [2025] UKSC 26 to make good his claims that the shares in E Group are not matrimonial property and that non-matrimonial property falls outside the sharing principle.

Further, Mr Bishop has drawn my attention to Loh v Loh-Gronager [2025] EWFC 483, a decision of Cusworth J, to make the point that I should not consider myself hidebound by a technical interpretation of an agreement but should maintain a focus on achieving a fair result. In that case the husband took money from the wife and from joint accounts, and then claimed it was separate property which he should retain under the terms of the prenuptial agreement. Cusworth J held that the money was taken in bad faith and should not be treated as his separate property but as payments on account of the husband’s entitlement under the prenuptial agreement.

In accordance with the disputes between the parties and the legal principles my tasks in this judgment can be divided into two. I need to consider:

Subject to a small argument as to the value of the contents of the former matrimonial home, and before consideration of the shares, it is agreed that the husband should receive by reference to the prenuptial agreement:

The husband says that the 50% of the contents are worth £665,900. He bases this on a now out of date insurance policy. It appears to be an overstatement from that document, for two reasons (i) it includes the wife’s jewellery and (ii) it is at replacement cost. A more up to date insurance policy puts the total figure at £2.5 million of which £612,500 is the wife’s jewellery. That gives £1,887,500 as replacement value for the contents. I have had no evidence as to the gap between replacement cost and what the contents might produce on a sale. If I were to assume that the sale value is about a half of replacement cost then I would get a figure of about £944,000 which would suggest that the wife’s figure above is about right, and I will therefore stay with it.

Turning to the shares, the prenuptial agreement provides at paragraph 2.3 that ‘any property which is acquired by either party during the marriage either by way of inheritance or gift shall be the sole property of that party absolutely’ and separate property ‘shall also include gifts or inheritances one Party receives from a third party’ after the date of the agreement. Further there is no limitation on the ability of one party to make a gift to another party.

The shares therefore are, as is acknowledged by Mr Bishop, the separate property of the parties.

As already noted the parties have agreed that the principle of a clean break requires the shares to be transferred between them so the husband does not hold shares in the wife’s family company and the wife does not hold shares in the husband’s company.

I commend this decision. It makes obvious sense and it is likely I would have imposed this step on the parties had there been a dispute as to whether or not the shares should be transferred.

The issue that Mr Bishop raises is that the prenuptial agreement does not contain a ‘put option’. ‘It does not’, he tells me, ‘contain a provision for buy out at value or otherwise’. He is right in that assertion, but only in a narrow sense. The agreement is premised on the basis that each party retains their separate property, and thereby has the value of that separate property. If the court and the parties are to decide that in the circumstances which are presented at the end of the marriage the retention of separate property runs the risk of ongoing conflict between the parties, and so a decision is made to transfer the property then it would be entirely appropriate for the court to make a compensatory exchange of value for the exchange of property. To take a different approach would be, to use Mr Bishop’s phrase, an example of being hidebound to the agreement.

The next issue is what is the appropriate amount to be paid for the shares. Mr Glaser tell me in relation to the E Group shares that the husband is being deliberately modest in his claim in this regard by using the discounted value, reflecting the fact the shares are a minority interest. The articles for the EG Ltd shares would dictate a non-discounted value, which for that company alone would give a value of over £10 million. The other companies simply record that the shares should have such value as may be agreed. He argues that in the absence of agreement I should give a fair value. The valuer has given me two ‘fair’ values a pro rata and a discounted value, and given the husband’s concession, he says, I should adopt the discounted value.

Mr Bishop says, beyond his argument as to fairness which I will consider below, that I should hold in mind that if these shares were left with the husband they would be ‘landlocked’. The husband could not extract value for them because in relation to EG Ltd the company would need to request the transfer of the shares before the valuation and buy back clauses come into effect, and, in relation to the other three companies there is no provision for any step to be taken if there is no agreement between the parties as to value.

I do not think this is a good argument. As a matter of fact I consider it highly likely that the husband would be able to bring an application before the Companies Court to extract value for these shares if either he is merely being held up by the failure of the company to issue a notice, or a failure to enter into good faith negotiation to buy back the shares. As a matter of principle I consider it appropriate, given that I am by consent transferring the shares, to make provision under the prenuptial agreement for compensatory payment. (I record that this is only for the first stage of my consideration – namely what would result from the implementation of the prenuptial agreement.)

Mr Bishop makes a point in relation to the full value for the shares that the husband would receive in EG Ltd, namely that the articles in this company are dictated by another company, as an important business partner. B gave evidence to this effect. B confirmed, when pressed, that no request had been made to the other company to change the divorce provisions. I see this point as neutral in this debate. The articles are what they are. It may have some relevance to other issues I need to consider.

I note that Mr Isaacs made it clear that on his valuation of the shares he did not take into account the spousal clauses in the articles. As he said, they were odd and made no provision as to what should happen absent an agreement. I then need to turn to his valuation of the shares in general. I take the view that I should accept the concession of the husband and use the minority discount value for all these shares. The husband could not reasonably be expected to be treated as a quasi-partner on a sale of his shares and it would be unfair for me acting in the family proceedings to rely on the EG Ltd articles to require the higher figure to be paid for those shares, given his concession. I do however think that when I am looking at what the wife will receive as a consequence of the husband transferring his shares to her then they will have the higher, pro rata, value in her hands. She as a family member will benefit from a quasi-partnership approach to her shares.

As to the shares in D Ltd, the articles make provision for the transfer in the event of a divorce to be at full value. I have not heard argument as to which value I should use. (Mr Glaser says that the shares are valueless because the company is valueless.) The value is small in any event. So I will adopt the full value for my consideration of the separation agreement. I will however need to remind myself that the value of D Ltd in the husband’s hands comes with significant risk.

I must then turn to where an implementation of the prenuptial agreement as provided for above will leave the parties.

I look here at the Form ES2. Other than the value attributed to the E Group companies there is only one difference between the parties as to the husband’s assets namely £1000 more CGT advanced on his side. If I use his figure on the CGT and deduct all value for E Group companies I get (before pension) to a figure of £2,914,686 in his name. Of this I need to note that £1,223,000 is the share value for D Ltd and £727,000 is the DLA owing from D Ltd to him. That is £1,950,000 of the approximately £2.9 m is uncertain. (His chattels (mainly cars) are valued at just under £990,000 so if they and the value of D Ltd are excluded he would have a net negative value. This is a consequences of his liabilities.) If I add to this the sum that would be payable under what I have worked out above from the separation agreement he would have:

I need to note that of this figure £2,268,000 is the uncertain value of shares in D Ltd and the loan owed by it to him and some £990,000 is the value of chattels. If I were to deduct them then the figure left for the husband is £12,975,054.

As to the wife, there is agreement in the ES2 as to her assets before pension at £137,985,043. She would have after making the mirror transactions:

I need to hold in mind some £56 million of this is in companies, some £83 million is in a discretionary trust (presumably much of it in companies), and some £900,000 is in chattels. She also has over £5 million in a pension. (For the sake of completeness I note she will also have the chattels in the matrimonial home out of which she will be buying the husband as part of the settlement of the prenuptial agreement.)

I observe straightaway that save for the arguments that I am about to consider it is difficult to see that an outcome where after a 17-year cohabiting relationship with two relatively young children one partner has some £16 million (£2.27 million of which is uncertain company value) and the other £155 million is unfair even in circumstances where all the money starts the marriage on the side of the wealthier partner.

I will now work through the arguments.

I will, as requested, engage in a needs analysis in a point-by-point way, but before I do that it should be noted that needs are not, in the words of Mostyn J, an ‘isolated metric’. Mr Bishop rightly submits to me in his opening submissions that the existence of an agreement should act to restrict lifestyle driven needs, and he draws to my attention the case of KA v MA [2011] EWHC 586 (Fam) in which Roberts J said [111]:

So there must be a real danger of circularity in this analysis: putting it another way, it is highly likely the husband could meet his needs on some £7 million but that does not mean that a higher needs figure is unfair in the circumstances of this case.

It will be most helpful for my ultimate decision to engage in this analysis on alternative bases: (i) what I consider on the facts of this case (including the wealth of the wife, the parties standard of living, the non-marital nature of the assets, the fact that the parties have two children and the length of the relationship) would be an appropriate figure for the husband’s needs if they were to be subject to a restriction in their ambit by way of a limiting prenuptial agreement, and (ii) what I consider would be a fair needs figure, with reference again to the facts of this case but without a prenuptial agreement restricting the assessment of needs.

Turning to housing, Mr Bishop put four nice properties to the husband. They were large properties with plenty of bedrooms and with some luxury features – swimming pools, and cinema rooms. The particulars were in the range of £3.185 million to £3.75 million. They averaged at about £3.5 million. The husband had visited them, one from the outside only. Some, not all, he observed were a little shoddy in terms of presentation but he had two strong concerns in relation to them: (i) their plot size is very much smaller than the former matrimonial home, and (ii) their location was not as good. These two points were linked: larger plots sizes he tells me are found near where the former matrimonial home is situated.

The husband says he needs £6.5 million for a house. He produced 4 properties at that value. They did all have larger plot sizes as well as being bigger houses. They were smartly presented.

The former matrimonial home comes with land, a pool and sports facilities. The husband was concerned that the comparison would matter to the children. There is some force in that. In particular, there was force in the husband’s argument that the properties that the wife had produced for him came with relatively little land. He said the children enjoyed being outside, and in particular playing sports. The wife said that the children were now of an age where they were more interested in skin care products than being outside. I have no doubt both are right to some degree.

It is absurd to suggest that if he needed to the husband could not manage in a property costing £3.5 million.

I would however reflect that absent a prenuptial agreement depressing needs I can see that there are good arguments for a property of a higher value than £3.5 million. I think of the age of the children, the need for there to be some comparison between the homes of their parents, the standard of living enjoyed during the marriage, and the resources available.

Nonetheless, the properties produced by the husband were larger and of a higher standard than I would consider would be required to meet the husband and children’s needs even if there were no prenuptial agreement. Mr Glaser has said to me that it would be improper to work on the basis that I can assume that there are properties between the values that the husband has produced and those that the wife has produced. I disagree. It is inevitably the case that I will need to make some rough and ready assessments (as I have already done in relation to chattels valuations) in determining a financial remedy claim. A mapping out of the full range of possibilities is simply not possible. Rather I will need to work on the basis that the housing market will have a spread of prices. On that footing I assess the higher figure for the husband’s housing needs at £6 million.

So I conclude that as to my first category, if there were downward pressure by virtue of a prenuptial agreement, the husband could manage in a £3.5m house, but as to my second category, without downward pressure, a £6 m house can be justified.

Turning then to the additional cost of buying a property I assess them on a rough ready basis as follows:

I am aware that I have made here significant provision for refurbishment and contents but I note that the parties have spent some £4.75 million on renovating the former matrimonial home and the contents of that property have a value (on a replacement basis) of nearly £1.9 million.

This gives me housing needs for the husband under my first category of about £4.2 million and under my second at about £7.5 million.

I turn now to consider income needs.

In opening the parties had largely agreed as to term: the husband had proposed 17 years (which will take him to 58 years old and the younger child will be 25). The wife had suggested 15 to 20 years in her opening albeit with a preference for 15 years. She had reduced the term to 13 years by closing. I will work with a term of 17 years. After the expiry of that term the husband will be able to plan for retirement. He can think about downsizing his home, the younger child will be looking to set up her own home by the time she is 25 and unlikely to be still living with him, and he will have the pension currently valued at some £620,000 from E Group and whatever further provision he is able to make over that time. To push the term to 13 years, when the younger child will be 21 and just finished university is unnecessarily harsh given the resources available in this case.

The parties disagree on the level of needs. The wife says that the husband’s needs can be met with £200,000 a year, which on his own evidence he can contribute £54,000 towards. The husband ignores that £54,000. I suspect that is because he does not currently generate an income from D Ltd. In circumstances where (i) the advice is that D Ltd will be insolvent in 2029, and (ii) he has duty to maximise his own earning capacity rather than rely on his ex-wife to fund him I will not ignore that £54,000.

The husband had proposed a budget of £445,000 for him and the children, broken down as to £126,100 for the children and £318,900 for him. He then increased that in his section 25 statement by £51,000. This is defended on the basis that he had not provided adequate funds for maintenance, buildings and contents insurance, and utility costs in his earlier budget. Mr Bishop tells me that there is provision for these items in the earlier budget, but the husband’s point is not that there was no provision but that it was inadequate.

The focus of the cross examination of the husband was in relation to holiday expenditure. The husband had provided £120,000 for himself for holidays and weekends away and £96,000 for the children. It was suggested to him that this should be halved for him and reduced by £46,000 for the children. That would leave £110,000 pa for holidays for the husband and children.

It is of course clear that anyone could comfortably manage on a figure of £110,000 pa for holidays for himself and two children. It is however far below what the parties have been spending and the wife has continued to spend on herself since separation. I am told, and it is not disputed, that £337,000 was spent in 2023, £511,000 in 2024 and £436,000 in the first 9 months of 2025. I am told by the wife that there was something of a splurge following Covid, and a special trip to an exclusive European destination for the husband’s birthday, and a need to get away during these proceedings. That does not seem to me to answer the point. Indeed the wife accepted that at one stage during the marriage the husband tried to impose a cap on her holiday expenditure of £200,000 pa but that she found that far too low.

I do consider that quality of the holidays with the children will be important for maintaining a relationship with the children. The marital standard of living, however, cannot dictate that level indefinitely and it is clearly the case that good, if not directly comparable, holidays can be obtained for £110,000 a year.

Mr Glaser reminds me that before I criticise the husband’s budget I should hold in mind that the wife puts forward for herself a budget of £744,000 pa (excluding school fees) and that budget is itself a very significant understatement of actual expenditure. The family spent (on non-capital items) £1.7m in 2023 and £1.5m in 2024.

Again I will endeavour to make assessments on the alternative bases set out above.

I consider that Mr Bishop does not adequately respond to increasing costs as outlined by the husband in his section 25 statement, so I start with the higher budget of £370,000 for the husband. I will reduce this as Mr Bishops suggests for the holidays, for the lower assessment, taking the figure down to £310,000. I deduct £54,000 given that the husband can earn that, which leaves me with an annual need of £256,000.

Reassessing this figure on my second basis, I consider that I should reduce the holidays only by £30,000. Again allowing for the earning capacity that would give rise to an annual need of £286,000.

As to the children, the husband is advancing a figure of £126,000 for the chidlren. I shall ignore this. If I were to follow the prenuptial agreement’s provision for the children that would mean that the wife would have to pay £98,000 p.a. for them. I see no reason why that cannot be managed.

A capitalised figure of £256,000 for 17 years is £3,667,000. A capitalised figure of £286,000 for 17 years is £4,118,000. (I have calculated these figures from AAG Cloud.) I should note that these will be slight understatements because it will take some time for the husband to shutdown D Ltd and get a job.

Adding together the two lower figures I get £7,867,000 (£4,200,000 + £3,667,000). Adding together the two higher figures I get £11,618,000 (£7,500,000 + £4,118,000).

There are then the following further claims for capital for the husband advanced by Mr Glaser:

From this analysis it is apparent:

The husband gave an account in his statement of August 2025 that the transfer of shares to him in EF Ltd was being discussed at the same time as the transfer of shares in D Ltd to the wife. When in 2018 he raised his concerns with B about the transfer of shares in D Ltd, he says, he was told not to worry because C was intending to transfer shares in EF Ltd to all the spouses. The husband further says that B said to him as follows:

The husband goes on to say in his statement that he thought the ‘share swap’ was part of a broader family strategy to align everyone’s interests by becoming involved in each other’s businesses. He felt that he was being brought into the family.

The husband relates that he then had a conversation with C on Christmas Day 2018 when C said to him, that they would be ‘looking after me with some shares in EF Ltd next year’. He relates he kept quiet about the fact that B had already told him and he relates that he raised a concern about how the wife was getting shares in D Ltd, and how that might ‘affect me with the PNA’. He says:

B and C reject this account. There was no ‘share swap’. The wife was given shares in D Ltd to reflect her investment in it and control of it. And, D Ltd was without value, unlike EF Ltd.

They gave clear evidence that their intention when they transferred shares to the husband in EF Ltd was to enable tax to be saved on the distribution of dividends (by using his personal allowance and using up the lower marginal rate bands) and on a sale (by using his business asset disposal relief). There were no concrete plans to sell the business I was told, so I asked C why the small savings of tax on dividends justified such a large transaction. They said that flexibility was important. If one member of the family needed money it was helpful to target dividends to them. The transfer of shares to the husband occurred at the same time as new articles of association which classified separately the shares in the hands of each of the wife and her siblings and their spouses, so I can see that this was part of the overall effect of the reorganisation. I was told by B that the saving of business asset disposal relief would need the shares to have been held by the husband for a considerable period of time. The fact that there was no imminent sale does not therefore take away from this ground.

C gave strongly expressed oral evidence that this was not just his intention but further it was agreed by the husband that the shares would have no free-standing value in his hands. In his written statement (replying to the one of the husband’s quoted above) they said this:

Later in the same statement they tell me ‘A was never under any misapprehension about his shareholding in EF Ltd. He knew that it was purely for tax purposes and that there was never any intention that he would receive any money by selling his shares.’

In their oral evidence C responded to a leading question from Mr Bishop that, ‘if A had said he would seek millions for them [the shares] on divorce, would you give him shares’ with the answer ‘Not a chance’. The answer is of course inevitable given the question, but it is worth reflecting on it because both the husband and C agree that their conversation at Christmas 2018 did include reference to the prenuptial agreement.

The husband’s account of that conversation not only makes reference to the prenuptial agreement, but it also tells us that C said, ‘in any case Z and I would just buy each other out of the shares at full value if it came to that.’ Given C’s position now, and given we know that there was a prenuptial agreement in 2013 it is some jump to accept that C’s attitude was so very different in 2018.

C also responded to the statement of the husband in a statement and there they say this:

There is a clear conflict of evidence on what was or was not said between the husband and C and the husband and B. I do not have the benefit of any witnesses to the conversation between C and the husband, or of the exchanges between B and the husband. It is necessary therefore for me to look at some of the wider evidence.

B was cross examined over a number of emails. In an email of 4 March 2019 to a tax adviser he confirms that C has given the go ahead for EF Ltd shares to be put into individuals’ names (including the husband’s) and says, ‘I will need to consider the post-nup for A which may delay things if it is needed unless we can incorporate in the legal’s [sic] as a ‘bad leaver.’’

In his statement he said in relation to this email:

I note here (i) reliance on the existing prenuptial agreement is misplaced if it were to be intended to exclude the value of any gift, (ii) that it is not apparent why a post-nuptial agreement in relation to the shares would be too intrusive if all it was doing was recording that in the event of a divorce the husband’s shares had no value, in circumstances where all the parties agreed that, and (iii) the articles even as amended do not say the shares will have no value on divorce. The third point is all the more surprising if the plan was to give the husband no value from the shares in the event of a divorce given that the draft articles were not sent to the husband before they were adopted.

A critical point in this paragraph is that the email referred to by B to G ‘in paragraph 22’ is the one that he wrote to her in relation to the D Ltd shares that were to be transferred to the wife. That email (written in May 19, and copied to the husband) says this:

That led to the articles of association in relation to D Ltd whereby on a divorce the wife would be bought out at full (undiscounted) value. It was put to B in his oral evidence that there might be a mistake in his statement because this email was not sent about EF Ltd but about D Ltd. He conceded that it was possible that he had made a telephone call rather than send an email in relation to EF Ltd but he asserted that the message would have been to much the same effect.

That of course fits with the husband’s account that upon divorce both parties were to be bought out from their respective shareholdings in the ‘other’s’ company at full value.

Further, when put to B that the articles did not appear to be saying that the shares would have no value in the event of a divorce he confirmed that they were not written that way. Indeed he relied on the fact that the articles were not drafted ‘aggressively’ as a defence to the suggestion that the change in the articles occurred at the time when he knew the parties’ marriage was in difficulties.

This does not fit with an account that the shares would have no value on divorce and B’s account in his statement that he would rely on the drafting of the articles to achieve that, even to the extent of causing the articles to be amended when they did not meet that demand. If it was intended and agreed that the shares would have no value in the event of a divorce then why were the articles not written to provide that? There is some answer to this in relation to the shares in EG Ltd in that a request would need to be made to another company. There is no good answer in relation to the other E Group companies.

In relation to other contemporary documents which might help me understand the parties’ intentions and agreements at the time of the shares being appointed to the husband, the following have been drawn to my attention:

I also need to stand back and consider this share appointment with some regard to the basic realities in these parties’ relationship.

I remind myself that any variation to the prenuptial agreement would need to be in writing, and of course it would need to be between the parties to the marriage. The alleged agreement being put forward by Mr Bishop is not being advanced as an amendment to the prenuptial agreement but as an issue going to the fairness of implementing it. Nonetheless C and B both tell me that they were well aware of the prenuptial agreement and it might be thought that on a matter as substantial as this they would have similarly wanted to record their alleged agreement in writing.

I do not consider the demeanour of the witnesses gives me any great insight as to who was telling the truth. C appeared outraged by the husband’s temerity in requesting money which was the wife’s family money but that does not help me decide this issue. Indeed they told me that the husband had ‘conned’ the wife in relation to the purchase of the former matrimonial home. That is not a claim she makes.

It was raised with me by Mr Bishop that the phrase ‘an empty box’ has the particularity that one would expect from a truthful account. Mr Glaser tells me that the particularity is merely a mark of the lie being sophisticated.

I remind myself that it is the wife’s case that there was such an agreement and that the burden is therefore on her to prove it, but the proof is only on the balance of probabilities.

My conclusion is, bearing in mind all that has been said above, that she has not discharged that burden.

My reasoning is as follows:

It does appear to me that there is a strong point against this line of reasoning. Namely that the husband’s case involves me accepting that C was much more relaxed about the possibility of the husband receiving value from the family businesses at the Christmas meeting in 2018 than they are now and was at the time of the marriage. There is, as was pointed out by Mr Glaser, the actions of the wife in 2019 in putting the former matrimonial home in joint names which suggest that there was a different attitude (at least on her part) to him at this time. It may be that extended to her sibling.

There is a weaker point I also need to take into account: B’s email to the tax adviser which says a post-nuptial agreement might be needed unless it can be sorted out in ‘the legal’s’ and the husband classified in the event of a divorce ‘as a ‘bad leaver’’. I note however (i) that this was not an email to the husband so it cannot be evidence of an agreement with him and (ii) that neither path was taken. This looks most like B anticipating that there might be a problem on divorce but eventually concluding that the articles as drafted were the appropriate way to deal with that problem. It might be a mistake on his part but it is not evidence of an agreement that the shares are to have no value in the event of a divorce.

On balance, having considered all these matters, I consider that the points in favour of the husband’s position are stronger than those against. I conclude there was no agreement between the husband and C or the husband and B that his shares in E Group would have no value on divorce.

I therefore reject Mr Bishop’s case that the value of the shares should not form part of the money awarded under the prenuptial agreement because the husband had agreed they would have no value should there be a divorce.

Mr Bishop makes a compelling case as to why if there were no prenuptial agreement in this case the value of E Group would be considered a non-matrimonial asset, and why it would be inappropriate to share in the value of the shares that the parties have, save in relation to needs.

The value of E Group is value created by the wife’s family. The husband did not pay for the shares. The husband did not work for the company.

Mr Glaser did not engage with the argument that the transfer to the husband did not matrimonialize the shares, because he did not advance the husband’s claim under a sharing of matrimonial property but under the prenuptial agreement. So I shall suppose that argument in Mr Bishop’s favour too.

Where I struggle with Mr Bishops’ argument under this head is that the test that I consider I should be applying is the one from Radmacher v Granatino, set out earlier in this judgment namely,

So what are the circumstances prevailing that would mean it is not fair to hold the parties to this agreement?

I have recorded above that if I follow through with the terms of the agreement the husband will have after the marriage some £16,233,054 of which £2,268,000 is the uncertain value of shares in D Ltd and loan from it and some £990,000 is the value of chattels. And, I recorded that if I were to deduct the D Ltd value and the chattels value then the figure left for the husband is £12,975,054.

The wife would have £154,712,675, of which some £56 million is in companies, some £83 million is in a discretionary trust (presumably much of it in companies), and some £900,000 is in chattels.

For the sake of fullness, I note again that the figures are before pensions, which if they were included would have the effect of increasing the wife’s assets by significantly more than the husband’s.

The husband will have an earning capacity of some £54,000 pa. The wife will have an income of £7.3 million pa (net of tax).

There are two children of the 17-year relationship that divide their time between the parties.

Looked at broadly the outcome from the prenuptial agreement is not one to which I consider ‘it would not be fair to hold the parties’. If I look back at how I would have assessed a needs case for the husband if there were no separation agreement I remind myself I came to the view he would need £11,618,000. Obviously that is lower than what the husband will be left with after an implementation of the prenuptial agreement: £16,233,054 (including the value of D Ltd and his chattels); £12,975,054 (without including them). I do, I note, have good reason to be concerned about the recovery of money from D Ltd, and it is not at all unusual to exclude the value of chattels in case such as this when evaluating needs.

I would need to conclude that it is unfair for the husband to have recovered a bit more under the prenuptial agreement than he would have done under a non-agreement needs assessment for me to reject the outcome dictated by the prenuptial agreement.

There are many cases where parties get less than they would have got had there been no prenuptial agreement. It must follow that there may be cases where a party gets more than they would have done had there been no agreement. The difference here is not of such a scale to cause me to consider the effect of the prenuptial agreement unfair.

There are further arguments advanced by Mr Bishop that I should consider:

It follows from my figures above that the total lump sum that the wife must pay to the husband by way of a lump sum is £13,000,368 (£6,433,100 + £6,567,268). The wife will need to transfer her shares in D Ltd to the husband and the husband will need to transfer his shares in E Group to the wife. The husband will need to transfer his interest in the former matrimonial home (and the bulk of the chattels) to the wife. There will need to be a clean break between the parties. I invite the parties to agree the timing and details of these transactions in a draft order. (This same invitation to agree and include the agreement in a draft order extends to all the points listed below.)

In so far as interim provision is concerned I consider, without hearing argument on it, that the maintenance pending suit order is a sensible starting point.

I note that there may be issues over indemnities. These have not been argued in front of me and I can give little steer here. If they cannot be agreed I invite written submissions.

I have not heard argument in relation to child periodical payments but set out here my preliminary view in the hope that it can be agreed. As will be inferred from my reasoning above, I am inclined to adopt the husband’s proposal that it should be £49,000 per annum per child (following as I am told it does the prenuptial agreement). I am inclined to indexation being in accordance with the CPI (on the basis the husband will not need a mortgage as things have turned out). I have considered whether I should reduce this figure given the husband has received more capital than was envisaged at the time of the prenuptial agreement, but reflecting on the respective financial positions I am not inclined to do so. My preliminary view is that I should extend child periodical payment to include a first degree, and it is appropriate to divide this university payment between the children and the husband on a 2/3, 1/3 basis.

I have not heard argument but take the view given the disparity in wealth that the wife should meet school fees and reasonable extras for the children. I would similarly expect the wife to meet university fees.

There is to be an agreed transfer of pension to the husband. I wait to hear how this is to be affected and hope that it can be agreed.

If there is an argument about costs I invite that to be made on paper. Of course, agreement would be preferable.

In so far as the parties cannot agree the points above I will try and deal with the points on paper. I would suggest the parties have 2 weeks to try and reach agreement and a further week to draft any written submissions. The draft of this judgment was sent out on the 16 February so I should receive written submissions and variant draft orders by 4pm on the 9 March 2026.