California State Teachers' Retirement System & Ors v Boohoo Group Plc [2026] EWHC 1944 (Comm)

[2026] EWHC 1944 (Comm)

Case No FL-2024-000017

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

COMMERCIAL COURT (KBD)

FINANCIAL LIST

Venue Royal Courts of Justice, Rolls Building, Fetter Lane, London, EC4A 1NL

Date Tuesday, 14 July 2026

Before

Mr Justice Michael Green

Between

CALIFORNIA STATE TEACHERS’Claimants

RETIREMENT SYSTEM & ORSClaimant

BOOHOO GROUP PLCDefendant

Mr Richard Mott KC, Mr William Harman and Miss Carola Binney (instructed by Fox Williams LLP) for Claimants.

Ms Sonia Tolaney KC and Miss Patricia Burns (instructed by Herbert Smith Freehills Kramer) for Defendant.

Hearing Hearing dates: 14/7/26

JUDGMENT

Tuesday, 14 July 2026

[1]This is the second CMC in these proceedings brought by investors under s.90A and Sch.10A of the Financial Services and Markets Act 2000 (“FSMA”) against the e-commerce fashion retailer, Boohoo Group plc. I heard the first CMC on 9 and 10 February 2026 and delivered a judgment that has been reported at

[2026] EWHC 335 (Comm)

. I set out in that judgment the background to the case by reference to an agreed case memorandum and list of common-ground and disputed issues, and I will not repeat any of that in this judgment.

[2]As before, I have had the benefit of submissions from Mr Richard Mott KC leading Mr William Harman and Ms Carola Binney on behalf of the claimants, and Ms Sonia Tolaney KC leading Ms Patricia Burns for the defendant.

[3]There are three live issues on the agenda today. That is because the parties have sensibly managed to agree a number of other issues that could potentially have been the subject of argument at what was originally scheduled to be a two-day CMC. As it has turned out, the parties managed to get through their argument in just over half a day, and I am grateful to them for that.

[4]The three issues are as follows:(1) the identity of the reliance sample claimants;

(2) whether there should be permission for two different types of expert evidence; and

(3) some document requests that were made by the defendant under CPR PD 57AD, para.21.1.

[5]I will start with the reliance sample claimants.

[6]The order that was made at CMC1 provided for a split trial with Trial 1 including all issues but excluding only causation and quantum. Therefore reliance was included in Trial 1. To that end, it was important to establish a process whereby reliance could be fairly tried, and it was agreed that this would be done by sample claimants. Once the claimants had returned their reliance questionnaires, the claimants would then propose a number of sample claimants who would provide disclosure and give evidence at Trial 1 on the issue of reliance. The defendant was then able to comment on the claimants’ selection and propose their own sample claimants. If there was no agreement on the proposed sample claimants then the matter would return to me at this CMC. Clearly there was no such agreement, so I have to decide who the sample claimants should be.

[7]In fact, the claimants suggested six sample claimants and the defendant agreed to those six. The disagreement is over the further suggestions from the defendant, which says that it wants five extra sample claimants. The claimants say that this is actually seven further sample claimants as there are, I think, seven funds involved.

[8]Mr Mott handed up a useful colour-coded table that showed the position of all the sample claimants proposed by the claimants and those proposed by the defendant. I take Ms Tolaney’s point that there is a certain element of confusion in the table and the numbering as between claimants, funds and the respective reliance forms that were provided. There were examples of two claimants providing the same reliance form, or using the same reliance form, on the basis, I think, of having the same fund manager; and another example of one claimant providing two or more forms because they represent more than one fund. It seems to me that, at the end of the day, each claimant or fund has to prove their own reliance claim in order to get home.

[9]The reliance forms contained a series of questions aimed at identifying which type of reliance the claimant is asserting in its particular case. There were three parts to the forms. Table 1 had two versions: one for internally-managed funds, the other for externally-managed funds. The options were similar, including: whether a relevant individual had read any of the published information themselves; whether they read reports or communications from agents or third parties or journalists that quoted from the published information; or, more generally, how investment decisions were made on behalf of the fund in question. As for so-called “common reliance”, the question asked was whether relevant individuals believed that the published information influenced or determined Boohoo’s share price during the relevant period.

[10]For internally-managed funds, there were eight options on the form, plus a question on ESG policy. For externally-managed funds, there were four options, plus the ESG policy question. Depending on the answers given in Table 1, Table 2 identified the relevant individuals that were making the investment decisions on behalf of the fund; and Table 3 was more specific details as to the reliance option(s) that had been selected in Table 1. It is important to note that there were not questions as to the particular statements or published information that were being relied on by the particular fund.

[11]To cut to the chase, the claimants have selected six sample funds that cover, they say, all the options that could make a material difference in a marked way. Thus, the six cover all the externally-managed options and all of the internally-managed options in respect of which a positive answer was given by a claimant. They also cover the whole of the relevant period and they say all of the published information in this case, and there is a mix of institutional and retail investors; in fact, there is only one retail investor, but that person has been included in their sample.

[12]Ms Tolaney points out that we are having this debate before even all the claimants have put in their forms as new claimants have emerged in the form of 11 investors in what has been called the “third claim” that was issued earlier this month. Obviously, none of these have been included in the samples, but she says that this might need revisiting when we see their reliance forms. She also complained about the lateness of one particular individual claimant’s reliance form. She also said that the defendant agreed the claimants’ sample claimants and the defendant had assumed that these were the claimants’ best cases, although this was perhaps really picking up on something that I suggested during the hearing to Mr Mott and which I will come back to.

[13]The defendant has focused in its suggested sample claimants on answer 1 in both the internally- and externally- managed funds. This is the option that asks whether any relevant individual actually read the published information. The defendant chose the five or seven funds, depending on which way you look at it, on the basis that they were all the claimants who gave positive answers to this question, as it was otherwise unclear whether all the published information was covered or not. The defendant says that this is necessary because the Tables 2 and 3 expanding on this category are not adequately particularised to enable the defendant to work out whether there are any material differences between them. It also says that it will not materially increase the burden on the claimants or the trial.

[14]Ms Tolaney expanded on this position in her oral submissions, explaining that they are concerned that a non-sample claimant who has not yet provided any real particulars of their reliance claim on specific statements, would stand back and wait for a Trial 1 judgment and then tailor their case to meet the findings or possibly to avoid the findings in that Trial 1 judgment. While that may be a concern, I am not sure it is addressed by simply including all the category 1 claimants as sample claimants; nor does it explain why this is limited to category 1. Furthermore, this suggestion of further particulars of reliance has not been applied for before me, was not sought at either CMC 1 or this CMC, and it does not seem to me to be hugely relevant to the task in hand, which is to determine at this stage who are the sample claimants.

[15]I had occasion to consider sampling in Various Claimants v Standard Chartered plc

[2024] EWHC 3199 (Ch)

, and it has been looked at by other judges, including Falk J, as she then was, in Various Claimants v G4S Limited (formerly G4S PLC)

[2022] EWHC 1742 (Ch)

and Trower J in Various Claimants v Serco Group plc

[2023] EWHC 119 (Ch)

. It is clear that the point of sample claimants is to avoid the need for each and every difference to be covered. It is to avoid multiple claimants giving evidence about the same thing when there is little or no material difference between them. Not every difference needs to be captured by the sample. The aim is to provide as much guidance as possible to the whole body of claimants so that sensible and reasonable decisions can be made following judgment on the sample cases.

[16]I understand the defendant’s concerns and, in particular, I am well aware that the claimants are likely to have picked their best cases as samples. Mr Mott has offered a very rational basis for their selection and also added orally that it may be to do with the fact as to who was a willing sample claimant, but in a small field it must be likely that the best claimants have been put forward. I am therefore sympathetic to the inclusion of sample claimants that the defendant wants included, in particular if they have been chosen on a rational basis. However, I do not think that merely throwing in all the claimants on the basis that they chose option 1 as to a relevant individual reading the published information is a particularly helpful or sensible approach. To a certain extent it defeats the purpose of sampling, which should be to not include everyone in the same category but ensure wide coverage from a limited number.

[17]Ms Tolaney suggested that the distinction between category 1 and categories 2 and 3 are that this is dependent on an individual within the claimant who actually read the published information or the statements contained within it, whereas the other categories would necessarily have documentary proof of the published information having been read and provided by an agent or third party or a journalist. I can see that, but if all category 1s are included it is not really a sample.

[18]Mr Mott also points out that the further 5 or 7 will materially increase the burden and the defendant has included four funds where the losses are estimated at under £300,000, and it would be disproportionate to their claims to have the cost of including them as sample claimants. All the claimants’ samples, except the individual that I have referred to, have claimed losses of over £1 million, and, in total, some £88 million. Ms Tolaney accepted that, and her alternative position was to go for the two claimants with the highest claims. I think that is a sensible approach, and I am prepared to add a couple of sample claimants chosen by the defendant on a rational basis and where the losses claimed are significant.

[19]I think it is important, as Ms Tolaney suggested, that in due course the defendant does know which bits of published information are relied on by each claimant, but I also agree with Mr Mott that this was not essential information for the selection of samples. That is what I envisaged, and I think the parties did as well, at CMC 1, that sampling would be done by reference to the Table 1 answers alone.

[20]So that is what I will direct in relation to sampling: that the two extra claimants identified on the defendant’s list, which will be SC8 and SC9 of the defendants list, will be added as sample claimants.

[21]Turning to the question of expert evidence, the claimants are seeking permission to adduce two forms of expert evidence:the first is corporate broking evidence, and in relation to that the defendant is neutral; and, secondly, econometric evidence on which the defendant is opposed.

[22]As I indicated during the hearing, I consider the Court would be assisted by corporate broking expert evidence, and the issues for that expert have been agreed. I considered in Standard Chartered that such evidence would be helpful, and I continue to think that. So I will give permission in relation to that and as to the agreed issues for that expert.

[23]As to the econometric evidence, this is related to the common reliance claims, or what is often termed “market price reliance.” There is a complex question of law as to whether such a form of reliance is adequate for the purposes of s.90A and Sch.10A, and at the interim stage, I had the misfortune of differing from Leech J in our approaches as to whether to allow such claims to go forward to a trial. Anyway, the present state of play in this case is that such a form of reliance, which all claimants rely on, is going to Trial 1, and it is to that issue that it seems to me the econometric evidence is directed.

[24]The issues that were proposed and, I thought, agreed before the hearing started were as follows:(1) was the market in shares efficient during the relevant period?

(2) did the public information containing the untrue or misleading statements and material omissions identified in sections.D and E of the particulars of claim influence the price of Boohoo shares during the relevant period so as to be inflated and/or artificial? If so, when did that influence become apparent and for what period?

(3) did the untrue or misleading statements and material omissions identified in sections.D and E of the particulars of claim influence the price of Boohoo shares during the relevant period so as to be inflated and/or artificial? If so, when did that influence become apparent and for what period?

[25]One of the critical issues on common reliance is whether the price of the defendant’s shares was influenced by other market participants who read or took into account the published information. As Mr Mott submitted, experts in this field distinguish between different forms of efficiency in the market. There can be strong efficiency, meaning that all public information is necessarily taken into account in the setting of the market price. But there are less efficient markets where only some of the information is taken into account, and so the influence on the price of the shares is somewhat less. An expert would have to opine as to which market there was in the defendant’s shares, and that is Issue 1 that I have just read out and proposed to be put to the econometric experts.

[26]The defendant’s solicitors proposed, in order to avoid expert evidence on this at Trial 1, to assume that the market is efficient. That was specifically an assumption it was offering so that it would not bind it in any future trial, including the trial of causation issues at a possible Trial 2 in this case. The claimants’ solicitors, however, did not accept that and instead suggested that the defendant admitted that the public information did influence the price during the relevant period, but the defendant was not prepared to admit this.

[27]In her oral submissions, Ms Tolaney suggested an altered form of assumption that the parties could proceed on the basis of, which she said was effectively the same as what had been offered in correspondence: that at least some of the published information would, at some point during the relevant period, have influenced the share price. However, that falls foul of what I have just said, namely that there is potentially a distinction between an efficient market and the extent to which it is efficient and whether any particular published information actually influenced the price of the shares. Ms Tolaney based her submission on what Miles J, as he then, was observed five years ago in Allianz Global Investors GmbH and Ors. v RSA Insurance Group Ltd(formerly RSA Insurance Group Plc)

[2021] EWHC 3091 (Ch)

, that it was “more or less self-evident” that the price of listed securities would be influenced by published information.

[28]I think something more than that, with all due respect, is required to prove that these shares were so influenced by the specific published information. Ms Tolaney also suggested that this issue is more appropriately dealt with in Trial 2 in the context of causation. I can see that there is potentially overlap between reliance and causation, and I address that in my CMC 1 judgment. But that does not detract from the fact that reliance, in all respects, is in Trial 1 and, therefore, all issues of common reliance are alive. If findings are made on expert evidence in Trial 1 that affect causation in Trial 2, then so be it. The defendant wanted reliance to be in Trial 1 irrespective of those consequences, and it seems to me to be of the utmost importance to decide this difficult question of common reliance and the complicated legal issue that it gives rise to, not on the back of assumptions but based on real evidence, including necessary expert evidence which may or may not affect the legal question.

[29]Furthermore, I was prepared to allow expert evidence in Standard Chartered as to the relationship of the published information to the price, and I consider that if this issue is finally to be determined by the Court at a trial, then it is important for that to be done with all possible evidence and assistance to be provided to the court. The cost of that sort of expert evidence in the overall scheme of things in this litigation is minimal and, accordingly, I will permit such expert evidence to be adduced at Trial 1.

[30]The final issue that I need to consider was the disclosure request for documents referred to in the reliance forms and that request being made under CPR PD57AD, para.21. The request was originally a general request for all documents referred to in all reliance forms, but it was sensibly narrowed by the defendant to the reliance sample claimants. But the claimants say that it is both unnecessary for these documents to be provided at this stage and that it is essentially premature when full disclosure will be given on 30 October 2026.

[31]Miss Burns, on behalf of the defendant, argued that the documents are needed better to inform the defendant as to how to approach the s.2 DRDs that it will receive on 11 September 2026 from when there will only be a short time to actual disclosure at the end of October. Alternatively, she suggested that, if particulars of reliance were ordered by me against the claimants, that that might help the defendant do without those documents.

[32]The claimants have agreed to provide the documents within this category that are in their solicitors’ current possession. I was also shown by Mr Mott the potential breadth of the other documents being sought and I’m satisfied that it was not necessary for the claimants to have collated such documents in order to provide the answers that they did on the reliance forms.

[33]I therefore think that it is unnecessary and premature for these documents to have to be provided at this stage. I do not think that it will much assist the defendant in dealing with the s.2 DRDs, and it is not a long time to wait for the full disclosure to be given, including these documents, on 30 October 2026. So I decline to make any order in that respect. ______________