Web of agreements

The taxpayer owned A B and C shares in Blackwell Publishing. He sold some of his B shares to Taylor and Francis Group plc and agreed certain undertakings in relation to his A shares which he retained in return for a payment of £75m.

The provisos included passing Taylor and Francis information about other potential buyers of Blackwell shares.

He signed a confidentiality agreement with two directors of Blackwell in August 2006 and was given information about an approach from a US firm John Wiley & Sons which was offering to take over the publisher for more than had been offered by Taylor and Francis.

The situation put the taxpayer in a difficult position given the separate agreements he had entered into. In the end the Blackwell directors allowed him to given limited information to Taylor and Francis about the bid...