On 3 February 2026, the Upper Tribunal (Tax and Chancery Chamber) handed down its decision in Rangecourt SA (formerly Banque Havilland SA) & others v FCA, concluding a multi-year enforcement saga. The Tribunal reduced Rangecourt SA’s (“the Bank’s”) financial penalty to £4 million, confirmed penalties imposed on employees Mr Edmund Rowland and Mr Vladimir Bolelyy and dismissed both individuals' challenges to prohibition orders.
The Tribunal’s judgement considers important legal points around when regulatory misconduct by employees can be attributed to regulated firms, the scope of the regulatory perimeter; and the test for finding a lack of integrity. The Tribunal also takes a potentially more expansive view of firm ‘co-operation’ than the FCA, affording it more weight when it came to its penalty calculations.
A link to our full anaysis of the decision can be foud here. We've listed the main points of interest below.
Key take-aways
This test for attribution employed by the Tribunal here represents a significant departure from that traditionally used by the courts in cases involving corporates. Rather than allowing only the activities of individuals who represent the “directing mind and will” of an organisation to be attributed to the Bank, the Tribunal adopted a more flexible and context-specific approach, drawing on employment and agency law.
Firms can no longer assume they are insulated from Principle 1 liability simply because employee misconduct did not involve members of the board or the most senior executives. Senior managers acting within the general scope of their employment may bind the firm, even if acting contrary to instructions or beyond their specific authority. This substantially expands firm risk.
Conduct that is preparatory to, or connected with, regulated activities may be within scope of financial regulation, even if it does not itself constitute a regulated activity. This could include preliminary strategy work, pitch documents, or exploratory discussions. The Tribunal was able to rely on the test for ‘ancillary activities’ here to bring conduct by the Bank’s employees within its jurisdiction.
From a policy perspective, this ensures that the FCA’s Principles apply to the full range of activities connected with a firm's regulated business, not merely to the narrow technical performance of regulated activities themselves
The Tribunal’s approach to penalty gave significantly more weight to what was described as a ‘swift, robust and transparent’ response to the misconduct by the Bank, concluding that this represented a mitigating factor (in contrast to the FCA).
Where an individual has structured their affairs to minimise declared income (such that the starting point for penalty calculations seems artificially low), the Tribunal will look through the form to the substance and impose penalties calibrated to the individual's true financial position.
The deterrence objective requires that penalties must "bite.” The Tribunal was prepared to substantially increase the penalty imposed on Mr Rowland to ensure it had a significant impact upon him.
The full decision in Rangecourt SA (formerly Banque Havilland SA) & others v FCA [2026] UKUT 00047 (TCC) can be found here.
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