Expert Witness Journal Issue 65 February 2026 - Flipbook - Page 81
Yodel v Corlett: High Court
dismisses share warrants claim
昀椀nding key documents were falsi昀椀ed
by Lois Horne, Partner & Rebecca Mansbridge, Senior Associate at Macfarlanes
The High Court has handed down its judgment in
a preliminary issues trial in Yodel Delivery Network
Ltd v Corlett & Ors on 19 December 2025, dismissing
counterclaims by Shift Global Holdings Ltd
(Shift) and Corja Holdings Ltd (Corja) for speci昀椀c
performance of purported share warrant rights,
which they had said entitled them to more than
54% of Yodel’s issued share capital in the battle for
control of the home delivery company.
In January 2025, Shift and Corja purported to exercise
rights under a warrant instrument and associated
warrant certi昀椀cates, each allegedly created by Yodel
on 19 June 2024, two days before the sale to JLL and
during the tenure of Mr Corlett’s control of Yodel.
Shift and Corja claimed (respectively) 44% and 10%
of Yodel’s fully diluted share capital. If valid, these
rights would have triggered a transfer of control of
Yodel from JLL to Shift and Corja. Responding to
these claims, Yodel disputed the authenticity of the
documents and, alternatively, asserted that any such
instruments were void or voidable given Yodel’s then
insolvent status and the consequential director’s
duties arising out of this.
The Court concluded that the warrant instruments
relied on by Shift and Corja and the associated
warrant certi昀椀cates were not genuine, that the
witnessing signatures were forged, and that,
even if the instruments had been genuine, they
would in any event have been void or voidable
given Yodel’s insolvency and the statutory duties
engaged. The judgment provides de昀椀nitive 昀椀ndings
on authenticity, duties to creditors in 昀椀nancially
distressed situations, and the limits of post hoc
rati昀椀cation by shareholders.
What is a warrant instrument?
A warrant instrument (also called a warrant
agreement) is the document by which a company
grants a holder the right to subscribe for a speci昀椀ed
number or percentage of its shares on terms set out
in the instrument, including a 昀椀xed price and upon
occurrence of a de昀椀ned trigger event, such as a sale,
listing or asset disposal.
This decision follows the Court’s refusal to grant an
interim injunction earlier in the proceedings (and
upheld by the Court of Appeal). We discussed that
decision in our article.1
In practical terms, validly issued warrants give the
holder a contractual right to require the company to
allot shares when the trigger occurs, with potentially
material dilution of the existing shareholder base
and possible shifts in control as a result. They are
often used as collateral in commercial 昀椀nancing and
investment transactions.
Background and the disputed warrants
The dispute arose out of turbulent period in
mid‑2024 when Yodel, having been recently acquired
for £1 by YDLGP Limited (a company controlled
by Mr Corlett), faced acute funding pressures
and the imminent prospect of being placed into
administration. At that time, a proposed merger
with Shift (a logistics group founded by Mr Corlett)
was being pursued by Mr Corlett, but collapsed after
critical investment from a commercial partner due
to underpin the deal did not proceed. As a result,
Yodel was again sold for £1 on 21 June 2024, in this
instance to Judge Logistics Ltd (JLL), a special
purpose vehicle owned by InPost SA.
EXPERT WITNESS JOURNAL
The Court’s 昀椀ndings on authenticity
The Court held that the warrant instruments and
the related certi昀椀cates were not genuine. The Court
relied on a combination of forensic evidence and
contemporaneous documents to conclude that the
instruments were created after the sale to JLL and
then backdated, and that the purported witnessing
by Mr Corlett’s mother, Ms Gregory, was in fact
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