Various Claimants Listed in the Schedules to the Claim Forms v Entain Plc [2026] EWHC 1622 (KB)

[2026] EWHC 1622 (KB)Case No FL-2024-000010FL-2025-000008, FL-2025-000009FL-2025-000010, FL-2025-000017
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 1NLDate 30/06/2026
Before
MR JUSTICE TROWER
Between
VARIOUS CLAIMANTS LISTED IN THE SCHEDULES TO THE CLAIM FORMSClaimantENTAIN PLCDefendantSHAIL PATEL KC, WILLIAM HARMAN and CHARLOTTE BAKER (instructed by Fox Williams LLP) for FW ClaimantsPHILIP HINKS KC, DOMINIC KENNELLY and AMY GREGG (instructed by Morgan, Lewis & Bockius UK LLP) for MLB ClaimantsRICHARD HANDYSIDE KC, REBECCA LOVERIDGE and JOSEPH LEECH (instructed by Clifford Chance LLP) for DefendantHearing Hearing dates: 16/06/2026 - 18/06/2026
Approved JudgmentThis judgment was handed down remotely at 10.30am on 30 June 2026 by circulation to the parties or their representatives by e-mail and by release to the National Archives..............................MR JUSTICE TROWER
[1]In these proceedings two separately represented groups of shareholder claimants bring claims against Entain PLC (“Entain”) under sections 90 and 90A of the Financial Services and Markets Act 2000 (“FSMA”).[2]The first group of claimants (the “FW Claimants”) commenced their claims by claim forms issued during the course of 2024 and 2025 and are represented by Fox Williams LLP. They comprise 6 retail investors and 55 institutional investors bringing claims in relation to 211 underlying funds or accounts.[3]The second group of claimants (the “MLB Claimants”) commenced their claims by claim forms issued during the course of 2025 and are represented by Morgan, Lewis & Bockius UK LLP. They comprise 41 institutional investors bringing claims relating to 60 funds. They do not include any retail investors.[4]The essence of the allegations made by all of the claimants is that Entain engaged in historic misconduct in respect of its business in Turkey, involving a failure to prevent the payment of bribes in connection with that business. It was said that published information and prospectuses contained misleading statements and/or omitted to disclose relevant information relating to the bribery and that this was done with the knowledge of a number of persons discharging managerial responsibilities in relation to Entain (“PDMRs”).[5]The FW Claimants and the MLB Claimants all allege that they relied on certain statements or omissions in the information that Entain published to the market when they acquired, held or sold their shares, and that they have suffered loss as a consequence of that reliance. The amounts in issue are very substantial: on the basis of the current particulars of quantum, the aggregate of all claims is in excess of £1.6 billion.[6]On 22 July 2025, Andrew Baker J ordered that three of the four claims made by the FW Claimants and the two claims made by the MLB Claimants be subject to joint case management. This judgment is given as a result of arguments made at the first CMC for all six of the claims.[7]There was no dispute between the parties that each claimant must prove the following elements to establish liability under section 90A of FSMA: i) Standing: that the claimant has legal personality and has acquired and continues to hold or has disposed of securities or an interest in securities issued by the defendant; ii) Misleading, omitted and delayed information: that published information to which Schedule 10A of FSMA applies contained untrue or misleading statements or omitted a matter which was required to be included, or that there was a delay by the defendant in publishing information to which Schedule 10A applies; iii) PDMR knowledge: that a PDMR, who will include any de jure or de facto director of the defendant(a) knew the relevant statement to be untrue or misleading or was reckless as to the same; (b) knew the relevant omission to be a dishonest concealment of a material fact; and/or (c) acted dishonestly in delaying the publication of the information; iv) Reasonable reliance: for claims based on misstatements or omissions (but not delay), that the claimant acquired, continued to hold or disposed of the securities in reliance on published information to which Schedule 10A applies at a time when, and in circumstances in which, it was reasonable for the claimant to do so; v) Causation and loss: that the claimant suffered loss in respect of the securities as a result of the misstatement, omission and/or delay.[8]Some of the claims are made under section 90 of FSMA in relation to three prospectuses and one supplementary prospectus. It was not suggested that the differences between a claim under section 90 and a claim under section 90A affect the matters with which this judgment is concerned.[9]Many of the issues which arose at the CMC were agreed by the parties. Thus, the parties accepted that it was necessary for measures to be put in place to protect the integrity of criminal proceedings against a number of individuals, which relate to many of the same matters. Those measures included the making of an order under section 4(2) of the Contempt of Court Act 1981 and the making of a Filing Modification Order under paragraph 13 of CPR PD 51ZH (the subject of a separate judgment I gave during the course of the hearing). They also included reluctant agreement by the parties that the trial in these proceedings could not safely commence before May 2029.[10]It was also agreed that sample claimants should be chosen to advance their case on what have been called the claimant-side issues (except standing), and more particularly on the issues relating to reliance, causation, limitation and loss. The parties and the court have not yet fixed on the identity of the sample claimants, but the advantages of sampling, and the types of factors to be taken into account when choosing the sample were identified and explained by Falk J in her judgment in Various Claimants v G4S Ltd [2022] EWHC 1742 (Ch) (“G4S”) at [15] to [28].[11]Of specific relevance to this judgment, it was common ground that two trials will be necessary (“Trial One” and “Trial Two” respectively) in both of which FW Claimants and MLB Claimants will participate, and that questions of quantification of loss should be determined at Trial Two. The latest iteration of the List of Common Ground and Issues formulated that issue as “What sum (if any) is Entain liable to pay to the Claimants in respect of:(i) compensation pursuant to Section 90 and/or Section 90A of FSMA; and/or(ii) interest?”[12]The parties also agreed that Trial One should determine all issues relating to the claimants’ standing (save for the duration of the aftermarket, part of what is now Issue 19, which the MLB Claimants said should be tried at Trial Two) together with what were called the defendant-side issues. These are(a) all issues which directly relate to Entain’s conduct, including the existence and extent of any misstatements, omissions and/or delay,(b) all matters relating to the knowledge of the PDMRs and(c) the issue of whether the claims are based on Entain’s fraud and whether it concealed any facts relevant to those causes of action for the purposes of section 32(1)(b) of the Limitation Act 1980 (the “1980 Act”).[13]However, there was a dispute as to which of the other issues should be tried at Trial One and which should be tried at Trial Two. Entain submitted that Trial One should also determine all issues of reliance, causation and limitation. The claimants all disagreed. They contended that these issues (except for the limitation question of whether there was deliberate concealment) should be deferred until Trial Two.[14]The MLB Claimants said that the duration of the aftermarket for the purposes of the section 90 claim (part of what is now Issue 19) and the question of when they could have discovered with reasonable diligence any fraud or concealment for the purposes of section 32(1)(b) of the 1980 Act (what is now Issue 24(c)) should be deferred until Trial Two. The FW Claimants agreed with the position of the MLB Claimants on the section 32(1) issue. Entain disagreed with the claimants on both points.[15]The battleground was therefore over the following issues, summarised by reference to the latest iteration of the Joint List of Common Ground and Issues: i) Did any claimant acquire, continue to hold or dispose of shares in reasonable reliance on any untrue or misleading statements in the published information and/or any omissions of facts that were required to be included? (Issue 12) ii) What loss (if any) have the claimants suffered as a result of any alleged untrue and misleading statements in and/or omissions from, the relevant prospectuses and published information? (Issues 20 and 21) iii) What loss (if any) have the claimants suffered as a result of any alleged dishonest delay by Entain in publishing information to which Schedule 10A FSMA applies? (Issue 22) iv) To what extent (if any) are any of the claims time-barred? In particular: a) When did each of the claimants’ causes of action accrue? b) When did each claimant discover, or when could each claimant with reasonable diligence have discovered, the relevant fraud or concealment? (Issue 24)[16]There was also a difference between the FW Claimants and the MLB Claimants as to what steps should be taken in preparation for Trial Two in the event that the court considers that the split for which they contend is the right way forward. i) The FW Claimants proposed that sample claimants should give disclosure in respect of reliance before Trial One. It was said that they should not take any further steps in preparation for Trial One, although they accepted that the question of whether sample claimants should also serve witness statements in respect of reliance before Trial One was one which should be kept under review. ii) The MLB Claimants proposed more extensive steps in preparation for Trial Two. They said that sample claimants should provide disclosure on all Trial Two issues (except as to the potential alternative investments that the MLB Claimants would have made if they had not bought and continued holding Entain shares) and produce witness statements on reliance limitation and loss before the commencement of Trial One.[17]Where an order for a split trial is sought, there will always be a wide range of considerations for the court in determining how to proceed. A helpful starting point is the judgment of Hildyard J in Electrical Waste Recycling Group Ltd v Philips Electronics UK Ltd [2012] EWHC 38 (Ch) (“Philips Electronics”), where he said as follows at [5]:
“Where the issue of case management that arises is whether to split trials the approach called for is an essentially pragmatic one, and there are various (some competing) considerations. These considerations seem to me to include whether the prospective advantage of saving the costs of an investigation of quantum if liability is not established outweighs the likelihood of increased aggregate costs if liability is established and a further trial is necessary; what are likely to be the advantages and disadvantages in terms of trial preparation and management; whether a split trial will impose unnecessary inconvenience and strain on witnesses who may be required in both trials; whether a single trial to deal with both liability and quantum will lead to excessive complexity and diffusion of issues, or place an undue burden on the Judge hearing the case; whether a split may cause particular prejudice to one or other of the parties (for example by delaying any ultimate award of compensation or damages); whether there are difficulties of defining an appropriate split or whether a clean split is possible; what weight is to be given to the risk of duplication, delay and the disadvantage of bifurcated appellate process; generally, what is perceived to offer the best course to ensure that the whole matter is adjudicated as fairly, quickly and efficiently as possible.”
[18]Hildyard J described this as a checklist, but he made the point that little definitive guidance can be gained from other cases beyond the generalities that he had expressed. This is also reflected in the approach of judges considering the split trial issue in other FSMA cases in which Hildyard J’s checklist has been cited: Manning and Napier Fund Inc et al v Tesco Plc [2017] EWHC 3296 (Ch) (“Tesco”) (Hildyard J at [53]), G4S (Falk J at [52]), Aabar Holdings SARL et al v Glencore Plc [2024] EWHC 1556 (“Glencore”) (Bryan J at [76]), California State Teachers’ Retirement System et al v Boohoo [2026] EWHC 335 (Comm) (“Boohoo”) (Michael Green J at [28]).[19]The parties also cited a number of further cases in which the court was asked to direct a split trial in claims brought under sections 90 and 90A. Not every case has reached the same conclusion and it is important to emphasise that the right answer in each case will be dictated by its own facts and circumstances. However, the approach in some of the cases is illuminating, even if not directly transferable to the current proceedings.[20]Thus in Tesco, a split was ordered which left over quantification of loss (but no other issues) to a second trial. In Allianz et al v RSA Insurance Group Limited (Unreported 28/2/22) (“RSA”) a different conclusion was reached. Miles J revised his original order providing for only causation and quantum to be heard at a second trial and directed that reliance be determined at the second trial as well.[21]In G4S at [50], Falk J reached a similar conclusion to the one that Miles J had eventually reached in RSA. She directed that reliance, causation, quantum and limitation be dealt with at a second trial. She followed the same course in Various Claimants v Serco Group [2022] EWHC 2052 (Ch) (“Serco”) at [15], although in that case there was no dispute on the point of principle.[22]Bryan J’s judgment in Glencore at [78] contains a useful summary of Falk J’s reasons for adopting the course she did in G4S. He said:
“The key reasons in favour of this approach in security cases were identified by Falk J, in G4S at [53] to [67]. Citing Philips Electronics, Falk J held that a single trial was neither realistic nor necessarily possible (at [53]) and in any event, the preparation for it would be "extremely cumbersome" (at [62]). She recognised that multiple trials would not be inevitable (at [57]) and a split trial would lead to material savings if the later trial could be avoided (at [60]). It was also relevant that the split trial could be defined "fairly readily" (at [62]); that duplication or overlap of evidence could be avoided (at [64]) and that dealing with fact-heavy points at the first stage would reduce the prospect of appeals (at [61]). Any concerns about delay could be avoided by shortening the gap between the trials as far as possible (at [67]).”
[23]Bryan J then adopted many of these reasons when concluding that he should direct a split trial in Glencore. Paragraphs [84] to [89] of his judgment do not spell out the precise issues to which he was referring when he concluded that the agreed draft order appropriately identified the issues to be deferred to the second trial. However, it is clear from the order he made (a copy of which, together with the annexed List of Common Ground and Issues, was in the bundle for this CMC) that the issues of reliance, causation, loss and whether the claimants could have discovered with reasonable diligence any fraud or concealment for the purposes of section 32(1)(b) of the 1980 Act were all put off to the second trial.[24]A slightly different conclusion had been reached by Michael Green J in Various Claimants v Standard Chartered Plc [2024] EWHC 1108 (Ch) (“Standard Chartered”), decided shortly before Glencore. It was agreed that quantum be left to a second trial and the dispute was whether reliance, limitation and causation be determined at that stage as well, it being accepted by all parties that, as in the previous cases, a process of representative sampling would be used.[25]It is plain from [69] of his judgment in Standard Chartered that Michael Green J considered that he was following RSA, G4S and Serco in directing that what he called “individual reliance”, causation, limitation and quantum be tried at a second trial. But he carved out what has been called common or price reliance (i.e. the allegation that reliance was sufficiently established by proof that a claimant acquired or continued to hold shares at a price artificially inflated by untrue and misleading statements and material omissions) to be tried together with the defendant-side issues at trial one.[26]Shortly after the decisions in Glencore and Standard Chartered, Leech J took a different approach in Investors in Barclays v Barclays Plc [2024] EWHC 2124 (Ch) (“Barclays”). He rejected the claimants’ submission that issues of reliance, causation and share price be tried at a second trial. He also directed that certain issues of quantum in relation to sample claims be tried at the first trial. In doing so, he pointed out that Standard Chartered was of a different order of magnitude and that it was better in principle to try all of the issues together if this could be achieved.[27]Finally, in Boohoo, Michael Green J was again concerned with the issue of whether or not to defer reliance to a second trial. At [34] of his judgment he indicated that, notwithstanding what he had said in Standard Chartered, he thought that, in the case of Boohoo, it would be better to deal with the whole of reliance at one trial. In large part he did so because he could see that there was an unclear dividing line between the individual and common forms of reliance. In those circumstances, he held that the whole of reliance could and should be determined at the first trial. He did so even though he could see that there was overlap between reliance and causation, and he was satisfied that causation (like quantum) was a matter for trial two.[28]Entain was right to draw attention to the fact that part of the court’s duty to further the overriding objective by actively managing cases is to deal with as many aspects of the case as it can on the same occasion (CPR 1.4(2)(j)). This consideration has weighed heavily in the balance in some cases (e.g. Barclays at [8(3)] and Boohoo at [29]) and it is plain that it is an important consideration in this case as well. Entain said that, particularly in circumstances in which all parties are agreed that, because of the criminal proceedings, Trial One cannot be tried until May 2029 at the earliest, all points on liability, which it said should include reliance, causation and limitation, can and should be tried in one go.[29]I also agree that to say both(a) that the orthodox position is that there should be a split trial in section 90A claims and(b) that it is orthodox for the reliance issue to be split off, is not a wholly accurate description of the position (cf Boohoo at [28] and [44]). It is more accurate to say that the nature of these FSMA cases, particularly where the proceedings are brought by large groups of claimants and the period under examination is lengthy, is that a split trial along such lines may turn out to be the most appropriate way of case managing the proceedings in furtherance of the overriding objective. Nonetheless, the varied conclusions reached by the various judges who have been required to consider the position demonstrates that this is not an issue in which one size fits all.[30]It is also right to recognise that the effect of deferring the trial of all claimant-side issues until a second trial will be to load a significant proportion of the litigation burden onto Entain until the end of the Trial One. Entain submitted that this would lead to disproportionate costs and expense being incurred by it until the end of Trial One and was a reason that the order sought by the claimants should not be made. It was said to give an obvious commercial advantage to the claimants, enabling them to minimise their own costs for as long as possible whilst exerting maximum pressure on Entain. The way that this consideration was put in Entain’s skeleton argument was that it would reduce the cost of Trial One for the claimants to the bare minimum, placing almost all of the burden on Entain. This would allow the claimants to avoid spending time and money preparing their case in full until they know what the outcome of the defendant-side issues will be.[31]A similar submission was also made to Michael Green J in Boohoo, but from what he said in [17] of his judgment, it is clear that in that case the point cut both ways:
“As is common in these claims, a few of which I have had the privilege of hearing, but only in relation to CMCs and interlocutory matters, there is much tactical posturing by both sides. The defendant always complains that the claimants are trying to throw all the burden onto them by deferring claimant-side issues, such as reliance, to Trial 2; and the claimants always maintain that it is extremely onerous for them to have to both establish the defendant’s liability, and deal with other necessary parts of their claims, such as standing and quantum, at a first trial. It is necessary, it seems to me, to cut through that and to test whether the arguments that are put forward are truly substantial enough to be maintained.”
[32]I shall endeavour to take the same approach. In doing so, I recognise that all of the cases I have mentioned have either settled or have not yet reached trial. It follows that the court has little experience of how this form of case management has actually worked in the end, although as Michael Green J remarked in Boohoo at [18]:
“I suppose it may indicate that they have been effective to bring about settlements, which is a good thing.”
[33]Predicting what might be the best approach for achieving a settlement is not an easy task, but I agree with Michael Green J that it is a relevant factor for the court to take into account if it is able to do so (cf CPR 1.4(2)(e) and (f)). Likewise, it is appropriate for the court to have in mind the impact of a split trial on what the parties have called the litigation burden. On this second point, it is relevant that both groups of claimants contend that they will make at least some progress on the Trial Two issues during the period of preparation for Trial One if the split they seek is ordered. Which to adopt of the two solutions they advance (as to which see paragraph 16 above) is a question to which I will revert at the end of this judgment.[34]It is also right to recognise that it is accepted all round that a split of some sort is required, because it is common ground that quantum cannot be tried at Trial One. The reasons for a split of some sort include the fact that dealing with all issues in a single trial would render the case almost unmanageable. It follows that everyone accepts that it is only after two trials that the claimants might achieve an enforceable money judgment.[35]Even then, judgment will only be given in favour of the sample claimants, although (as Falk J recognised in G4S at [16]):
“If sampling is done properly, then I think it should be unlikely in practice that there would be a need for multiple further trials after a split trial involving that sample, but it is important to take careful steps in determining the sample.”
[36]Many of the points made by the claimants as to why their proposed solution is the right way forward are interconnected, but the FW Claimants advanced them as three overarching points. The approach adopted by the MLB Claimants was very similar, although there were some differences in emphasis. It is convenient to explain the way all the claimants put their case by adopting the FW Claimants’ three-point structure.[37]The FW Claimants’ first argument, also echoed by the MLB Claimants, was that there is a significant risk that substantial costs will be wasted on all sides if reliance, causation and limitation are to be dealt with in Trial One. By way of background, they stressed the nature and extent of the misleading information alleged to have been published by Entain over a twelve-year period. Appendices 1 and 2 to the FW Claimants’ Particulars of Claim identify 178 misleading statements contained in 29 separate pieces of published information, including 4 prospectuses.[38]It was submitted that each claimant will have relied in a different manner on different pieces of misleading information and at different times. This will give rise to a large number of permutations as to the specific statements on which reliance is placed. The position is then further complicated by the fact that they will wish to call expert econometrics evidence to establish their case on common reliance that the misleading published information influenced the price at which Entain’s shares traded during the relevant twelve-year period.[39]It was submitted by the FW Claimants that the court will need to consider not just what would have happened to the price of Entain’s shares and the extent of any influence on the share price in the relevant counterfactual, it would also have to make findings as to what the relevant claimant would have done in the relevant counterfactual. This second question may turn out to be intimately connected to the first one, because the price of the shares would have been relevant to decision-making at the time of the investment.[40]Thus, a claimant may say that it would have bought no shares, it may say that it would have bought the same number of shares at a different price, or it may say that it would have bought a different number of shares at that or at a different time. A claimant who was already a holder of shares may say that it would have sold all or some of its shares and, if the court were to be satisfied that was the case, it would also need to decide when and at what price.[41]The claimants argued that, in all these different scenarios, it will be necessary for the court to make findings as to what the relevant claimant would have done at the date on which the counterfactual is to be assessed. It is said that the position may well be different at different points in time for many reasons, including differences in what the FW Claimants called the general information environment and changes both in their investment strategies and in the identity of their individual decision-makers.[42]Against that background, there is evidence that the parties’ combined costs of reliance and causation would amount to approximately £15 million. There is no doubt that the costs will be very substantial, although I think that Mr Handyside was correct to say that such a figure can be no more than a finger in the air at this stage and, even if they were at that level, it would be less than 1% of the total value of the claims.[43]It was then said by the claimants that these very significant costs may well be wasted, if (e.g.) the claims were to fail altogether on the grounds that the misstatements and omissions did not occur or were not known to a PDMR. This would be the case if the defendant-side issues were to be decided against the claimants in their entirety, or, as the MLB Claimants pointed out, if the claimants were successful on the defendant-side issues and the case then settled as a result (points that were also made in RSA at [47], G4S at [57] – [60] and Glencore at [87]).[44]The claimants submitted that there would also be wastage (albeit to a lesser extent) if the misstatements, omissions or delay were to be established from a later date in the relevant 12-year period, but not earlier. It was also said that there would be wastage of costs if the claimants were to succeed on some untrue or misleading statements, omissions or delay but not others. Pursuit of the reliance case based on statements or omissions found to have been non-actionable would have been wasted as would the costs incurred in proceeding with a claim based on one or more of the wrong counterfactuals for the purposes of the claimants’ cases on causation.[45]The MLB Claimants put the same point in similar but slightly different terms. They submitted that the outcome of Trial One could narrow the focus of Trial Two. If the claimants fail on some of the alleged misstatements and omissions, or if it is found that there was no PDMR with the requisite knowledge for certain periods, this would avoid the reliance, causation and loss evidence at trial having to address every single statement, omission and counterfactual permutation. It would be both disproportionate and inefficient for the court to be asked to try those claimant-side issues of reliance, causation and loss flowing from all the alleged misstatements and omissions, if parts of that defendant-side misconduct were not in the event established.[46]In short, it was said by both groups of claimants that there was a material risk that the evidence in relation to reliance and causation might “fail to address the relevant scenarios as ultimately identified by the court”, a factor which Entain itself recognised as pointing towards a split trial in relation to the quantification of loss.[47]The second point made by the FW Claimants is that if the trial is not split as they suggest there will be significant problems of practicality, fairness and efficiency. In particular it is unclear whether it is realistically feasible for the parties to produce expert evidence which will properly address the relevant issues given the vast range of potential permutations. This will be unfair to the claimants because their evidence and submissions on reliance will necessarily either be too superficial to do their case justice or will focus on a smaller number of scenarios, necessarily selected on a more or less speculative basis, which may not match the court's ultimate conclusions.[48]The MLB Claimants made a very similar point, stressing the importance which the court in G4S and Glencore placed on the need for the trial to be manageable and to avoid it becoming what Falk J in G4S called “extremely cumbersome”. They also submitted that the cases in which the court ordered a split with reliance being tried at the first trial together with the defendant-side issues, tended to be on a more modest scale than the current proceedings. Looking at Tesco, Barclays and Boohoo, the statements and omissions relied on spanned periods of three and a half, five and three and a half years respectively. This is to be contrasted to the periods of a closer length to those in issue in these proceedings: eight years for G4S and Serco, 12 years for Standard Chartered and 13 years for Glencore, in all of which the split was either the same or almost the same as the one proposed by the claimants.[49]The FW Claimants estimate that the total time for conducting Trial One and Trial Two would be approximately 16 weeks on their proposed trial split, and approximately 20 weeks on Entain’s proposed trial split. Quite apart from the cost implications, it is said that Entain’s proposal will make the trial less manageable for the trial judge and render it less likely that the court will be able to hand down a judgment within a reasonable time frame.[50]The MLB Claimants’ estimate was that, having regard to the lengthy factual and expert evidence and argument needed to deal with reliance, causation/ loss and limitation, including on novel legal questions such as whether “price” and “market” reliance satisfy the reliance requirements of Schedule 10A to FSMA, deferring these matters to Trial Two will result in a time saving of at least five weeks.[51]The third point relates to the question of whether a clean split is most satisfactorily achieved by the order for which the claimants contend, or whether Entain’s solution is more likely to do so. This aspect of the analysis has been considered and emphasised in a number of the cases. The way in which the point was expressed in Philips at [5] was “whether there are difficulties of defining an appropriate split or whether a clean split is possible.” This is not the language used in the later cases, but similar points were alluded to in Tesco at [54], RSA at [47], G4S at [54] and Glencore at [84].[52]In considering this question the court is concerned to ensure that overlapping and duplicative evidence is avoided if possible. The FW Claimants contended that reliance and causation sit on a single continuum with quantum. It was submitted that it was difficult to see how quantification of loss can be satisfactorily separated from causation. If quantum involves proof of the effect of the misstatements and omissions on the share price, evidence on that issue will be central to both causation and quantum. This may also be the case if the question of what the claimants would have done differently in the relevant counterfactual is affected by the number of shares they were holding.[53]The MLB Claimants submitted that their claims are based on a large number of alleged untrue or misleading statements in and omissions from 37 items of published information spanning an 11 to 12-year period and relating to three separate prospectuses published in 2013, 2015 and 2018, and one supplementary prospectus also published in 2018. In these circumstances, identifying the appropriate causation counterfactual would involve adducing expert evidence and determining(a) what disclosures to the market would have been made by Entain in its published information and prospectuses in the counterfactual (and when and in what format) and(b) what Entain’s share price would have been at each relevant point in time.[54]It was said that these and other variables would result in a large number of permutations that would need to be put to the witnesses, so that the court has their evidence on what they would have done in all potentially relevant counterfactuals. Given the number of permutations involved, this is likely to be extremely cumbersome and may also result in the evidence not addressing the precise permutations that the court ultimately decides are relevant. Not only will it be inefficient, it will also be wasteful of costs, because witnesses and experts have to address many permutations that are not ultimately relevant.[55]Many of these problems will be avoided by deferring causation to Trial Two. A causation enquiry which focuses only on those items of published information and prospectuses that have been found at Trial One to contain actionable misstatements and/or omissions will be more streamlined. Trial Two will be able to proceed with the benefit of the court’s findings at Trial One about what disclosures would, in the counterfactual, have been made to the market and when those disclosures would have been made. In practice this means that the court should adopt a factually clear split between issues which primarily relate to Entain’s conduct and those which primarily relate to that of the claimants.[56]The essence of Entain’s submissions in answer to these points was that the better point for splitting the trial is after the questions of reliance, causation and limitation have been tried. This is because reliance and causation are essential elements of liability under sections 90 and 90A, while limitation is a bar to the whole claim. Entain submitted that quantum was the only aspect of the case which raised what it called genuinely different issues and would only arise if and to the extent that the remaining points were decided in favour of the claimants.[57]It said that matters of practicality and efficiency also pointed in favour of their solution. It relied on the length of time available to the parties before Trial One could commence in any event, with more than one year for the claimants to give disclosure and more than two years for their witness statements to be prepared. It asked what the point is of having so long to prepare for trial if liability issues such as reliance are left over to a second trial so that Entain’s liability if any (as opposed to just its extent) remains in doubt for what could be another five years. This is more particularly the case as the three issues of reliance, causation and limitation will be tried by reference to sample claimants only.[58]It also challenged the submissions based on trial time estimates which were made by the claimants, contending that it was impossible to make a meaningful assessment about such basic matters as the number of witnesses to be cross-examined, the number of experts who would be required and the impact which sample choice would have on the length of the trial. Mr Handyside said that they were too provisional to be of much assistance on the issue the court is now asked to determine. He said that while it was possible to say that MLB’s estimate of a 17-week trial was a significant over-estimate, the much better course was to look at the broad outline of the case and ask whether the inclusion of reliance, causation and limitation in Trial One would tip it into the category of being unmanageable or unduly onerous.[59]Entain also pointed out that, although there are 124 claimants, many of these are different entities within a much smaller number of corporate groups. In particular it said that much of the MLB Claimants’ case on reliance was based on the invariable practice of members of the same group and in respect of which evidence as to behaviour and impact was likely to be the same. In any event, the claimant group cannot be characterised as huge compared to cases such as Standard Chartered where the claims were made by some 1,500 funds.[60]Entain submitted that the claimants’ concerns on the practicality of trying all issues apart from individual quantum at a single Trial One were overstated. The principal reason for this was that the essence of the complaint is that there was a failure to disclose bribery in the Turkish business, the potential associated financial and regulatory consequences of the bribery and the alleged dishonesty of its directors in relation to that bribery over an identified period. Although that period was extensive, Mr Handyside stressed that, because this is essentially an omissions case, the issue throughout the full duration of the period was the same, i.e., whether the misconduct had occurred, if so whether the PDMRs knew of or were reckless as to its occurrence and whether it should have been disclosed.[61]Entain also suggested that there was relatively little complexity in working out what the share price would have been in the counterfactual, because the MLB Claimants had already carried out that exercise in the particulars of quantum which they had already served. It is right that some progress has been made in that regard but, as Mr Hinks pointed out, those particulars were only pleaded as indicative of the position pending the preparation and service of expert evidence. Entain has not admitted that they are accurate, and expert evidence would be required in any event to take into account the impact which proper disclosure would have had in a complex series of scenarios, including the question of what would have happened on the takeovers of certain competitor companies if those disclosures had been made.[62]Entain therefore disagreed with the submissions as to the vast range of potential permutations that I have already described. It said that the reality is that by the time that Trial One (based on the split for which it argues) starts, the parties are likely to be focused on a small number of alternative scenarios where it is said that some particular event, or the communication of some particular information to a PDMR, ought to have prompted disclosure.[63]I agree with Entain that claimants who choose to bring civil claims, particularly those valued in the billions, should only do so if they are ready willing and able to make good the cause or causes of action which they plead. They should not commence these sorts of claims safe in the knowledge that they will be able to defer dealing from the outset with claimant-side issues such as reliance and causation because they are likely to be hived off to a second trial.[64]However, even though I agree with Entain that some narrowing of the claims will occur after disclosure, I do not think that Entain is correct to downplay the number of different permutations to the extent it does. It can be anticipated that the claims will become more focused at that stage, but the alleged misstatements and the alleged omissions still occurred over a significant period of time. It does not seem to me that, simply because this is essentially an omissions case, it follows that the basic liability will always be established in the same way at each of the times and events which is said to have given rise to an (unfulfilled) obligation to disclose. The question of what should have been disclosed, and the extent of PDMR knowledge is likely to have differed at different periods of time and are likely to be affected by the question of whether earlier disclosures should have been made and if so when.[65]I also accept that there may be issues around the extent to which Entain might have been justified in delaying the disclosures it should have made until a further circumstance arose and issues as to whether an ad hoc disclosure was required. Similarly, because PDMR knowledge of the misleading statement or omission is a necessary ingredient of issuer liability for section 90A and Schedule 10A claims, it is relevant that the time that knowledge is acquired (thereby rendering the omission actionable) may have occurred at a different time from the time of the omission itself.[66]This timing issue is important, because it anchors both reliance and causation to a particular moment: reliance because the claimants must show that, in acquiring or continuing to hold shares, they relied at a particular time on a misstatement or omission, and causation because it is relevant to the counterfactual to know what would have happened if the disclosure had been made or the delay had not occurred. This is also likely to require expert evidence on what the price would have been if the disclosure had in fact been made.[67]It follows that, even if what should have been disclosed throughout was essentially the same thing, this does not assist Entain's argument. What matters for present purposes is that the manner in which particular claimants would have responded to the information which should have been but was not disclosed may have to be assessed both at the time of acquisition and, where a claimant was already a holder and continued to hold, at the time that the obligation was triggered. It also follows that an exercise may have to be carried out to assess how the market would have responded at the relevant moment in time, having regard to the fact that the counterfactual must have regard to more general market conditions.[68]It seems to me that these give rise to difficult questions and that proper case management should regulate the proceedings in a manner which tries to ensure that a great deal of time and money is not wasted in adducing evidence on permutations based on what turns out to be the wrong counterfactual. The prospect of that occurring can be mitigated if the relevant finding as to the nature of the relevant misstatements and omissions and when they were known to a PDMR, together with the times at which they occurred, are established before the evidence on reliance and causation is finalised. I therefore agree with most of the reasoning which underpins the three broad points advanced by the FW Claimants.[69]It also seems to me that in this case (and others like it) there is a very close correlation between causation, which Entain submits should be included in Trial One, and quantum, which Entain accepts should be deferred until Trial Two. The point was put succinctly by Michael Green J in Standard Chartered at [76] where he said, “I should say that causation does really naturally go with quantum”, and I agree with him.[70]I also consider that the question of where to draw the line more naturally points to determining issues of causation and reliance at the same trial as quantum. Identifying a sufficiently clean split is important both from the perspective of saving costs and for practical reasons in ensuring that the evidence and submissions are prepared and presented in a coherent manner. I consider that, in the present case, there is what can properly be called a continuum in the impact on the claimants of what has occurred, which is not demarked by a bright line.[71]The practical consequence of this is that it is likely that the inquiry as to what the claimant did in reliance on the misstatement (or the omission) will be intimately interrelated to what the claimant would have done if the misstatement had not been made (or what was omitted had been disclosed). They both relate to the impact on the claimant of Entain’s conduct (whether active or inactive) and the answer to both is likely to be informed by some of the same documentation and evidenced by the same witnesses. This itself points in favour of the claimants’ suggested split because the probability is that the same witnesses will have relevant evidence to give which goes to reliance, causation and quantum.[72]It follows that questions of costs, practicality and the efficient and proportionate preparation of witness evidence (including experts) all point to the trial split proposed by the claimants. I also consider that their proposal provides for a more natural (and a cleaner) split than the one proposed by Entain. I recognise that it runs counter to the obvious starting point that all issues should be tried at a single trial, but balancing this and other points relied on by Entain against these advantages, I consider that its adoption is more consistent with the court’s duty to further the overriding objective. I will therefore make an order to that effect. For the avoidance of doubt this will include the MLB Claimants’ proposal that the duration of the aftermarket for the purposes of the section 90 claim (part of what is now Issue 19) and the question of when they could have discovered with reasonable diligence any fraud or concealment for the purposes of section 32(1)(b) of the 1980 Act (what is now Issue 24(c)) should also be deferred until Trial Two.[73]In reaching this conclusion, I have not placed any material weight on the time estimates put forward by either the FW Claimants or the MLB Claimants. In my view, it is too early to treat them as anything more than speculation. I do though accept that, having regard to the narrowing of the issues which would follow Trial One and the commonality of the evidence on the issues of reliance, causation and quantum on the assumption that the claims do not settle, it is likely that the split suggested by the claimants would lead overall to a more efficient use of court time.[74]I have also taken into account the associated direction which I propose to give in relation to the preparatory work for Trial Two which must be conducted while work is progressing on Trial One. The balance to be struck is to minimise the extent to which aspects of Trial Two preparation may lead to a wastage of costs until the Trial One issues are determined, while at the same time minimising the period of delay before Trial Two can be commenced and taking some steps to ensure that the whole litigation burden is not loaded on Entain in the early part of the proceedings.[75]Mr Patel said that it was wrong for Entain to say that Trial One would be entirely limited to defendant-side issues because it was accepted that standing (in so far as still disputed and save for the duration of the aftermarket), was a Trial One issue as well. I accept that submission so far as it goes, but I consider that efficient case management also calls for more work to be done on the Trial Two issues before Trial One than is currently contemplated by the FW Claimants.[76]In my judgment the right balance is for all sample claimants to give disclosure before Trial One, not just in respect of reliance but also in respect of all other issues to be determined at Trial Two (except as to the potential alternative investments that the claimants would have made if they had not bought and continued holding Entain shares). To that extent I prefer the MLB Claimants’ proposal to that proposed by the FW Claimants. However, I do not consider that it is appropriate to direct at this stage that the sample claimants should produce witness statements on reliance, causation, limitation and loss before the commencement of Trial One. To do so would be to cut across some of the important cost control measures which justify the splitting of the trial in the manner I propose to direct. The same consideration is not so acute in relation to disclosure because of its very nature, although I accept that disclosure is likely to be more extensive than would be the case once the number of permutations have been narrowed by the determinations made in Trial One.[77]It remains open to the parties to revisit the right timing for service of Trial Two witness statements at an appropriate stage in the process of preparing for Trial One if it transpires that their preparation and service before the commencement of Trial One would be in accordance with effective case management. In my view, it is too early to conclude that any such direction would be appropriate at this stage.