Andrew Dixon v GlobalData plc

This judgment was the remedy stage of a dispute about employee share options. It must be read alongside an earlier 2025 High Court judgment, where the court made the key findings on what had been promised and why the company’s conduct was unconscionable.

In that earlier decision, the court found that GlobalData plc had assured Andrew Dixon that his options under the company’s unapproved employee share option plan 2010 would continue to be exercisable after his employment with Canadean ended, as if he had stayed employed. The court also found that he relied on that assurance by working longer than he had planned and by accepting post-employment restrictive covenants.

That reliance mattered. Mr Dixon extended the date up to which he would work from September to December 2014. He also agreed to be bound by restrictive covenants for four months after leaving. The court held that it was unconscionable for GlobalData to repudiate the assurance after he had changed his position in that way.

But Mr Dixon did not win on the main legal route he had originally argued. The court found that GlobalData had not in fact exercised the formal power under the plan to extend his options beyond the end of his employment. So the case moved to remedy through proprietary estoppel rather than straightforward enforcement of the plan mechanics.

The options were linked to performance targets and split into three tranches. Mr Dixon had already exercised tranche 1 while still employed, so the later dispute was about tranches 2 and 3.

The plan had a ten-year life. In practice, the plan was operated so that a target could be met in any one year rather than in three consecutive years. The performance targets were later amended, and tranche 2 was split into tranches 2A and 2B. For those option holders whose options were treated as continuing, tranche 2A was met in 2018 and tranche 2B in 2019.

For tranche 2, the issue was valuation. Mr Dixon said compensation should be based on the higher market price of GlobalData shares on 16 November 2020, when the company refused to permit him to exercise. GlobalData said the right figure was the strike price used when employees exercised and sold through the company’s bulk sale process.

That bulk sale process mattered because, for employees who chose to exercise and sell, GlobalData and the employee benefit trust facilitated a sale of all shares together. The sale price achieved by the broker was then used to determine what each option holder received. The gross amount was reduced by broker commission and employer National Insurance contributions before normal tax deductions.

For tranche 3, the issue was whether Mr Dixon should also receive the final benefit that other continuing option holders received through a later replacement arrangement. Because of COVID, the final EBITDA target was not met during the original life of the plan. GlobalData then created a limited 2021 arrangement so that employees and former employees shown in its records as continuing holders could still receive that final entitlement.

Mr Dixon was left out because the company’s records did not show him as a continuing holder. He argued that, given the assurance he had received, he should have been treated in the same way as the other original option holders. GlobalData argued that the new arrangement was outside the scope of the original promise.

This was not a fresh trial on liability. The court’s task was to decide the appropriate remedy after the earlier finding that GlobalData’s repudiation of its assurance was unconscionable.

The judge applied the Supreme Court’s approach in Guest v Guest. The starting point at the remedy stage is normally that the simplest way to remedy the unconscionability is to hold the promisor to the promise. But that is not a rigid rule. Equity is flexible, and the court can award something less than full performance if that is what justice requires.

The court therefore had to ask what monetary compensation would properly reflect the promised benefit here. For tranche 2, that meant deciding whether the right value was the higher market price on the date of refusal or the strike price used for other option holders in the normal exercise-and-sell process.

For tranche 3, the court had to decide whether it was also unconscionable to deny Mr Dixon the final entitlement that other continuing plan members received through the 2021 replacement arrangement. That required the court to look closely at the scope of the assurance, the practical effect of the replacement arrangement, and whether there was any good reason to treat Mr Dixon differently.

The judge also had to decide interest. Mr Dixon asked for simple interest at 2% over base rate. GlobalData argued for base rate only.

For tranche 2, the court rejected Mr Dixon’s argument for the higher market-price valuation. The judge accepted that the relevant perspective is the point at which the defendant’s conduct became unconscionable, but said that equity does not impose a rigid rule that compensation must always be calculated by reference to the market value on the exact date of repudiation.

Instead, the court stood back and asked what value best reflected the promised benefit. The judge found that Mr Dixon had an expectation that he would be treated in the same way as the other plan option holders, including in how his rights would be communicated to him. If GlobalData had properly communicated his tranche 2 rights, he would more likely than not have exercised in a timely way and received an amount based on the strike price used in the normal bulk sale process.

On that basis, the court fixed tranche 2 compensation by reference to the strike price. The judge said that this met Mr Dixon’s expectation and that a higher award would go beyond what was required to remedy the unconscionability in relation to tranche 2.

For tranche 3, the court rejected GlobalData’s attempt to rely on the fact that the final entitlement had been delivered through a new 2021 arrangement rather than by formally extending the old plan. The judge said that approach would place form over substance in a way that was inconsistent with the flexible nature of proprietary estoppel.

The court looked at what the company had actually done. The 2020 annual report said the remuneration committee believed it was fair to replace the expiring shares and extend the target period by an additional year because of COVID. The replacement options were given to the same option holders, for the same quantity, at the same exercise price, with the same vesting target. The arrangement was also treated for accounting purposes as a continuation of the plan.

The judge also found that GlobalData made the decision knowing of Mr Dixon’s claim and knowing what had been said to him in 2014. The judgment referred to internal communications showing a desire to use the new arrangement as an opportunity to remove people such as Mr Dixon from the option list. The court also noted evidence that no steps had been taken to give effect to what the settlement agreement said about his share options and that no-one checking the agreement could have thought the options had lapsed.

In those circumstances, the court held that excluding Mr Dixon from tranche 3 was also unconscionable. He had been assured that he would continue to be able to exercise his options on the same basis as the other plan members. Everyone else known to the company as a continuing holder received the final benefit. No good reason was shown for treating him differently. He was excluded only because the company’s records did not show him as a continuing holder.

The court therefore awarded compensation for tranche 3 as well, again using the strike price basis. The judge noted that GlobalData had not argued that full enforcement would be out of all proportion to Mr Dixon’s detriment. The court described the case as an “almost contractual” one in the sense discussed in Guest v Guest, because the consideration provided by Mr Dixon was fixed: he agreed to continue working longer and to accept restrictive covenants.

This case is a warning about the gap between what a business says and what it actually implements. GlobalData’s problem was not only the wording of the plan. It was the combination of an assurance given during an exit, reliance by the employee, records that were not updated to reflect the agreed position, and later decisions that treated everyone else one way while excluding the person whose rights had been missed.

For business owners, the practical lesson is that employee equity arrangements are not just a legal drafting exercise. They are also an administration exercise. If a founder, CFO, HR lead or manager tells someone their options will continue after they leave, the business needs to make sure the plan rules, board approvals, settlement wording, option register and later communications all support that outcome.

The case also shows that later restructuring may not solve the problem. If your business creates a replacement plan, extends exercise windows, changes performance conditions or uses a new vehicle to deliver the same benefit, a court may ask whether someone who was promised equivalent treatment has been left out unfairly. A different legal wrapper will not necessarily help if, in substance, the business is continuing the same benefit for the same group.

The tranche 2 part of the judgment is also useful because it shows that the court will look at how the employee would probably have been treated in practice. Here, the judge did not simply pick the highest possible valuation date. The court asked what outcome matched the promised treatment and concluded that the normal strike-price process used for other option holders was the right benchmark.

That means businesses should not read this case as saying every broken assurance will produce the most claimant-friendly valuation. But they should read it as showing that a court can and will award substantial equitable compensation where an employee was promised continuing rights, relied on that promise, and was later excluded because the company’s internal implementation failed.

If your business uses employee options, this case is a good prompt to audit the full chain of documents and conduct around departures. The legal risk often comes from inconsistency rather than from one obviously defective document.

Start with the plan rules and option certificates. Then compare them with any settlement agreement, exit letter, side email or oral assurance given during the departure process. After that, check whether the board, remuneration committee, finance team and HR records were updated to reflect what was agreed.

Finally, look at later events. If the business later changed targets, extended time periods, created replacement awards or used a new structure to preserve value for existing holders, ask whether any former employee with protected rights was omitted because of an old record error. That is the kind of mismatch that drove the result here.

The remedy judgment was handed down on 15 April 2026 in the High Court, Business and Property Courts of England and Wales, Business List. It follows an earlier 2025 High Court judgment in the same claim, cited as [2025] EWHC 2156 (Ch), which contains the main findings on the assurance, reliance and unconscionability.

For practical use, businesses should read this page as a guide to the remedy decision and its operational lessons. The case is fact-specific, but the underlying lesson is durable: if a business promises continuing option rights and the employee relies on that promise, the court may hold the business to the substance of that promise even where the formal plan machinery was not completed.