The High Court’s judgment in Aabar Holdings S.à.r.l. & others v Glencore plc & others [2026] EWHC 1328 (Comm) addresses the complex and often fraught relationship between parallel civil and criminal proceedings, particularly where both sets of proceedings arise out of overlapping issues.

The decision confirms that the UK Courts will not ordinarily grant a stay of civil proceedings simply by virtue of the existence of parallel criminal proceedings arising out of the same events or subject matter. There needs to be a real (and not merely notional) risk of injustice or prejudice.

Key takeaways:

• Section 90 and/or 90A FSMA cases may involve allegations of employee misconduct which can be prosecuted criminally, increasing the likelihood of overlap between civil claims and criminal prosecutions.
• The management of confidentiality, disclosure, witness evidence, and open justice becomes particularly acute, with the Court prepared to take pragmatic steps, including adjournment, to protect the administration of justice.
• The Courts will not automatically stay civil proceedings due to parallel criminal actions, but will closely scrutinise the risk of prejudice and the ability to ensure fairness in both forums.

Background

Since 28 September 2022, a large number of institutional shareholders have brought claims against Glencore plc (and, in respect of certain claims, a number of former directors) pursuant to section 90 and/or section 90A and schedule 10A of FSMA (the "Civil Proceedings"). These shareholders allege that they have suffered loss as a result of misstatements and/or omissions in Glencore's prospectuses and/or published information.

The first CMC took place in May 2024, at which the various claimants' claims were ordered to be tried together, but by way of a split trial. Trial 1 was listed for 10 to 12 weeks, commencing on 5 October 2026.  Subsequently, in the summer of 2024, the SFO brought charges against six former employees of Glencore (the "Criminal Proceedings"). The criminal trial is currently listed for 4 October 2027.  

There is a significant degree of overlap between the Civil Proceedings and the Criminal Proceedings, which has impacted the conduct of the Civil Proceedings to date. In particular:

• Reporting restrictions: the second CMC took place in November 2024. Shortly beforehand, the SFO made an application, supported by evidence raising the possibility that the SFO might seek the adjournment of Trial 1. The Court made an order imposing reporting restrictions. 
• Confidentiality orders: at a hearing in May 2025, Mr Justice Bryan made a number of confidentiality orders. He established a CRO, and placed restrictions on the use of confidential documents at hearings and more generally.
• Witnesses: Mr Justice Bryan also ordered that the hearing in April 2026 should be the occasion to consider any applications for witness summonses requiring certain categories of persons to give evidence at Trial 1.

In April 2026, Glencore issued an application for witness summonses against two individuals. Later that month, the application was heard before Mr Justice Butcher.

At the April hearing, several applications were before the Court, all raising the central question of how the Civil Proceedings should proceed given the substantial overlap with the Criminal Proceedings.

The High Court's Decision

The High Court considered whether to issue witness summonses requiring two individuals to give evidence in the Civil Proceedings ahead of the related Criminal Proceedings. Mr Justice Butcher found that, disregarding concerns of oppression or inconvenience, it would ordinarily be appropriate to grant the summonses, as both individuals could materially assist in the determination of issues in the Civil Proceedings. However, the existence of the ongoing Criminal Proceedings fundamentally changed the position. The judge concluded it would be unduly prejudicial and oppressive to compel the individuals to give evidence in the Civil Proceedings before the criminal trial.

The Court was therefore faced with two options: refuse the summonses or adjourn Trial 1.

The Defendants argued that the confidentiality and reporting restrictions proposed by the SFO to protect the criminal process, even if the summonses were refused, would render the Civil Proceedings unworkable or require much of it to be held in private, undermining open justice. Key concerns included:

1. The need to avoid reference in open Court to confidential documents (or the information contained therein), likely resulting in significant private hearings.

2. Proposals for certain witnesses to give evidence in private, and for the trial judge to determine whether other witnesses should give part of their evidence in private, placing a heavy burden on the trial judge.

3. The likelihood that a substantial part of the trial would be held in private, departing from the principle of open justice.

4. Extensive redactions or possible withholding of the judgment to protect confidential material.

5. The risk of market speculation and prejudice to Glencore and the director defendants if the judgment could not be made public, particularly if they were exonerated.

6. Ongoing and extensive reporting restrictions, with a risk that overseas media might not comply.

The claimants opposed adjournment, emphasising the importance of timely justice and supporting the SFO’s confidentiality proposals as a means to proceed with the civil trial.

The SFO, while not seeking adjournment, argued for extensive confidentiality measures to protect the criminal proceedings, but accepted that if these were not adopted, a stay or adjournment might be necessary.

Mr Justice Butcher concluded that the risk of serious prejudice to the criminal prosecution and the defendants to it, and the significant derogation from open justice, meant it was clearly preferable for the Civil Proceedings to follow the criminal trial. He also noted that any prejudice to the claimants from any delay could be compensated by interest.

Implications for Future Cases

For UK listed companies, this judgment sets important precedents:

• No automatic stays: the Court retains a fact-sensitive discretion and will not grant a stay or adjournment lightly – timely justice remains a core value.
• Balancing act: the risk of prejudice to criminal proceedings (and individuals’ rights) will be closely weighed against the principle of open justice.
• Witness evidence: where individuals who may be key witnesses in civil cases are also involved in ongoing criminal proceedings, the Court will carefully assess the real risk of injustice in requiring their testimony before criminal proceedings are concluded.
• Confidentiality and open justice: the Courts are alert to the dangers of extensive private hearings and redacted judgments.
• Pragmatic management: adjournment (not a full stay) allows the parties to continue with preparatory steps and may enable some issues to be advanced in the interim.

More broadly, clients should anticipate the need for careful management of parallel proceedings and coordination with regulators and prosecutors when allegations of misconduct may cross both civil and criminal thresholds.

Clifford Chance represents Glencore and has represented, and continues to represent, defendants in previous and ongoing s.90 and s.90A FSMA cases.