In brief
- The Upper Tribunal upheld the FCA's decision to ban Crispin Odey from the financial services industry, finding that he lacked integrity by removing OAM executive committees that were investigating his conduct.
- While the Tribunal upheld the FCA's findings, it reduced the financial penalty from £1.84 million to £1.53 million, partly reflecting Mr Odey's cooperation with the regulator.
- The judgment contains strong criticism of Mr Odey's evidence, including his lack of candour, insight and contrition.
- The case was decided as a corporate governance and integrity matter, not a non-financial misconduct case, although it highlights issues that may arise under the FCA's new non-financial misconduct regime.
- On 14 September 2026, the Upper Tribunal dismissed Crispin Odey's reference against the FCA's decision to prohibit him from performing any function in relation to regulated activities, but reduced the financial penalty originally proposed.
Background
Mr Odey was founder and, during the relevant period (December 2021 to November 2022), ultimate majority owner of Odey Asset Management LLP ("OAM"). Following an internal investigation into sexualised misconduct towards female staff, OAM's Executive Committee ("ExCo") issued him a Final Written Warning ("FWW") in February 2021. When concerns arose that he had breached the FWW, Mr Odey used his majority shareholding to remove ExCo's members on two occasions, in December 2021 and March 2022, appointing himself sole member in the interim and so preventing either committee from holding the disciplinary hearing into his alleged breach.
The FCA issued a Decision Notice to Mr Odey on 3 March 2025, finding that his conduct breached Individual Conduct Rule 1, which requires individuals to act with integrity. The Decision Notice imposed a fine of £1,835,200 and a prohibition on him performing regulated activities in the financial services industry. Mr Odey referred the Decision Notice to the Upper Tribunal on 5 March 2025, denying any lack of integrity and contending he had good reason for removing the ExCos (our past article covering the FCA's Decision Notice can be found here: Examining the FCA's Decision Notice against Crispin Odey).
Decision of the Upper Tribunal
The Tribunal dismissed Mr Odey's reference, upheld the prohibition and reduced the penalty from £1,835,200 to £1,529,374.
In reducing the fine, the Upper Tribunal worked through the FCA's five-step penalty framework and agreed with the FCA at every stage but one. At Step 3, the FCA may adjust the figure up or down for aggravating or mitigating factors, and it had applied a 20% increase on the basis that Mr Odey removed the second ExCo even though he already knew the FCA had concerns about his removal of the first.
The Tribunal accepted that this was a fair criticism in principle but declined to apply any increase, for two reasons. First, it considered this was balanced out by Mr Odey's degree of cooperation with the FCA, including telling it about the removals and quickly putting new committees in place. Second, it was concerned about double-counting, since the seriousness of his conduct, including this same repeated behaviour, had already been factored in at an earlier step of the calculation.
The Tribunal's acceptance that Mr Odey's degree of cooperation with the FCA, in bringing the ExCo removals to its attention and reconstituting new committees relatively quickly, helped offset the aggravating factor is a point firms and individuals could take some comfort from. Proactive engagement with the regulator during an ongoing period of non-compliance can carry real weight in a penalty calculation, even where the underlying conduct is found to show a lack integrity.
Mr Odey as a witness
The Tribunal found the six former OAM employees who gave evidence to be impressive and reliable witnesses, in contrast to its assessment of Mr Odey. It recorded inconsistencies between his evidence and contemporaneous documents, his approval of false minutes recording a compliance officer as present when he was not, and an inherently unlikely account of how those minutes came to be drafted.
More broadly, the Tribunal found that Mr Odey displayed a sense of superiority and arrogant entitlement in his dealings with the FCA, and that his stated reasons for removing the ExCos disguised his true motivation: to override OAM's governance structure rather than be held to account. By the hearing, he still displayed no insight into why his conduct lacked integrity, expressed no contrition, and wrongly considered that he "was the victim in all this".
The FCA's press release accompanying the decision was equally pointed. Therese Chambers, the FCA's Executive Director of Enforcement and Market Oversight, said Mr Odey "clearly thought he could act with impunity" and "felt the rules shouldn't apply to him and acted to save his own skin". This chimes with the Tribunal's own finding that his conduct reflected "a warped set of values based on a strong sense of entitlement".
A governance case, not a non-financial misconduct case
The Upper Tribunal stated plainly in the judgment that "This is not a case about whether sexualised misconduct in the workplace by Mr Odey, a form of non-financial misconduct ('NFM'), is, of itself, a matter falling within the jurisdiction of the Authority to regulate as a matter going to fitness, propriety or integrity". Instead, the case focused on Mr Odey's lack of integrity in corporate governance, since all five pleaded allegations concerned his conduct in response to the disciplinary process, not the underlying harassment allegations themselves.
The non-financial misconduct findings were therefore "admissible background and relevant context" but not the focus of the case. Had the conduct occurred post 1 September 2026 – being the date that the FCA's new rules and guidance on non-financial misconduct came into force – it is highly likely that the scope of the FCA's case would have also included the underlying alleged harassment. Our article setting out the new non-financial misconduct rules and how firms should implement them can be found here: FCA non-financial misconduct rules now in force: what regulated employers should do.
In his defence, Mr Odey suggested that the FCA was pursuing him "as part of their agenda in an uncertain area of law as to whether it held a jurisdiction to regulate NFM", and that the disciplinary process brought by ExCo was driven by that agenda, which is what drove him to remove the committees.
The Tribunal rejected the argument on two grounds. First, most of the internal FCA material Mr Odey relied on was correspondence he never saw at the time, so it could not actually have motivated his conduct. Second, even if there was genuine uncertainty about the FCA's jurisdiction over NFM as a matter of law, that uncertainty was irrelevant to OAM's own internal disciplinary process, which was governed by the firm's own staff handbook and gross misconduct rules, not by the scope of the FCA's regulatory powers.
Comment
This is an interesting and long-awaited decision from the Tribunal, and particularly notable for its treatment of Mr Odey's own conduct as a witness. The Tribunal found the six former OAM employees who gave evidence to be impressive and reliable witnesses, in contrast to its assessment of Mr Odey, recording inconsistencies between his evidence and contemporaneous documents, his approval of false minutes recording a compliance officer as present when he was not, and an inherently unlikely account of how those minutes came to be drafted. More broadly, the Tribunal found that he displayed a sense of superiority and arrogant entitlement, showed no insight into why his conduct lacked integrity, expressed no contrition, and wrongly considered himself the victim. Perhaps most strikingly, the case shows how a witness's own conduct during a reference, including a lack of candour, an absence of insight or contrition, and evident entitlement, can itself become powerful evidence supporting the findings against him.
And while the Tribunal was careful to frame this as a governance case rather than a non-financial misconduct case, the underlying facts suggest the line between the two will remain difficult to draw as the FCA's policy in this area develops. The FCA's new non-financial misconduct rules, which came into force on 1 September 2026, look set to change the landscape for this type of case completely, bringing conduct of the kind seen here squarely within scope rather than leaving it as background context to a governance claim. It will be interesting to see how the Tribunal approaches its first case brought under the new NFM rules, and how it grapples with issues of candour, insight and conduct during the regulatory process in that context.