Introduction
Following the Financial Times’ exposé in 2023 into allegations that Crispin Odey, founder and majority owner of Odey Asset Management LLP, or OAM, evaded claims of sexual harassment and assault for decades, the saga took its latest turn on March 17.1
The Financial Conduct Authority issued a decision notice provisionally banning Odey from working in financial services and issuing him a fine of £1.83 million ($25.52 million) for a “lack of integrity,” taking into account the seriousness of the breach.2 Odey has referred his decision notice to the Upper Tribunal. The FCA’s findings therefore remain provisional at this stage.
This article charts how this infamous story reached this latest juncture, with key practical takeaways for financial services lawyers.
Background
The following facts formed the basis of the FCA’s decision notice.
In February 2021, after an internal investigation by OAM, Odey received a final written warning for misconduct from OAM’s executive committee, in relation to inappropriate behaviour.
While OAM’s executive committee determined that Odey’s conduct fell short of the standards expected with reference to OAM’s own policies and procedures, it concluded that Odey’s behaviour had not amounted to a breach of the FCA’s conduct rules. It assessed that he continued to be “fit and proper” to perform a regulated role within OAM.
In September that year, the FCA commenced investigations into Odey’s alleged nonfinancial misconduct and OAM’s handling of the allegations against him.
However, the matter did not end there. Shortly after, in October, OAM’s executive committee initiated a second investigation of Odey’s actions, following concerns that Odey may have breached the terms of the final written warning.
While OAM scheduled a disciplinary hearing in November 2021 to consider whether Odey had breached the final written warning, Odey used his majority shareholding in OAM to remove OAM’s existing executive committee members and appoint himself as executive committee’s sole member. Subsequently, he postponed the disciplinary hearing indefinitely, since he was unable to conduct it with impartiality.
Odey appointed new executive committee members, but removed them for a second time and again appointed himself as the sole member of the executive committee, following disagreement about how to proceed with the disciplinary hearing. As a result, OAM’s disciplinary hearing was held in November 2022, nearly one year later than originally scheduled.
FCA Findings
During the relevant period, Odey was a certification employee at OAM and at times held senior management functions. In view of the actions described, the FCA found the following:
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- Odey deliberately sought to frustrate OAM’s disciplinary processes into his conduct to protect his own interests.
- Odey showed reckless disregard for OAM’s governance, causing OAM to breach certain regulatory requirements.
- Odey’s behaviour toward both OAM and the FCA lacked candor.
- Odey’s conduct demonstrated that he is not a fit and proper person to perform any function related to regulated activities.
Key Takeaways
The FCA has not made any underlying findings regarding the sexual assault and harassment allegations against Odey, but has focused instead on whether he is fit and proper.
This underlines the limitations within which the regulator operates, and the need for it always to focus on acting in accordance with its objectives and within its powers.
It is also reinforced by other recent but different nonfinancial misconduct cases, such as the FCA’s scrutiny of Jes Staley, former CEO of Barclays, and his ties with Jeffrey Epstein. This matter is now before the Upper Tribunal.3 Another example is that of the FCA’s 2024 fine against the CEO of Wise Payments Ltd. over notification of his tax affairs.4
Along with Odey, these cases raise questions regarding how far the regulator is currently able to go within its existing regulatory framework in interpreting the relevant principles, in order to call out and reach a determination on nonfinancial misconduct and ensure that action is taken where it considers it necessary.
Critical to the FCA’s analysis was that Odey operated in a firm where he could not be held fully accountable for his conduct. The FCA highlighted in its March decision notice how a failure to deal effectively with inappropriate behaviours in the workplace can lead to a culture where people feel unable to report concerns and have confidence that they will be independently and fairly assessed, and creates a risk that issues are not raised and improper conduct is not challenged.5
Critically, the FCA concluded that this has “the potential to put consumers and markets at risk.”
This underscores the critical importance placed by the FCA on the connection between nonfinancial misconduct and the integrity of the financial markets, and which will be the subject of its upcoming and long-awaited guidance.
The importance of systems and procedures, and adhering to the FCA’s threshold conditions of effective supervision, appropriate resources and suitability cannot be overstated.
Odey’s removal of OAM’s executive committee members resulted in a lack of effective risk management and governance. The necessary checks, balances and scope for challenge created through the effective operation of a governing executive committee, consisting of more than one individual, were removed.
The following key regulatory requirements need to be considered by entities in the regulated financial sector:6
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- The management of an alternative investment fund, such as OAM, must be undertaken by at least two persons of good repute in accordance with senior management arrangements, systems and controls 4.2.1R and 4.2.2R.7
- There must be functional and hierarchical separation between the risk management and operating units of an alternative investment fund, including portfolio management, in accordance with FCA FUND 3.7.2R.
- The OAM must assess Odey’s fitness and propriety on an ongoing basis, in accordance with the requirements of the FCA’s certification regime.
While the FCA is taking action and has moved relatively swiftly here, it has still taken a number of years to issue its decision notice, highlighting how burdensome an investigative process can be. Despite that, the Odey case remains a stark reminder of how quickly a scandal can engulf a company and destroy its reputation, regardless of the speed of regulatory intervention.
Conclusion
All eyes are on the Upper Tribunal now. While this may not be the end of this high-profile matter, both for the FCA and for Odey, it continues to be a wake-up call for financial services firms — and others — to investigate and take action in respect of nonfinancial misconduct.
It is also a stark warning for those who are regulated to pay serious attention to whether the individuals implicated are fit and proper to work in financial services, given the FCA’s ongoing focus on the critical connection between nonfinancial misconduct and the integrity of the financial markets.
Although the UK’s financial regulators confirmed on March 11 that proposed diversity and inclusion rules for financial services firms are off the table, the FCA’s long-awaited guidance on nonfinancial misconduct is now expected at the end of June.
We will have to wait and see whether changes to rules and the new guidance will make it any easier to take action against instigators of nonfinancial misconduct, or whether the FCA will continue to rely on finding breaches of other principles — e.g., integrity, systems and controls, or misleading the regulator — in order to enforce against nonfinancial misconduct.
1 https://www.ft.com/content/e5d14398-e866-44b3-8ecb-4e6371167c6d.
2 https://www.fca.org.uk/news/press-releases/fca-decides-fine-and-ban-robin-crispin-odey and https://www.fca.org.uk/publication/decision-notices/robin-crispin-william-odey-2025.pdf.
3 https://www.fca.org.uk/news/press-releases/fca-decides-fine-ban-james-staley and https://www.ft.com/content/b7bd1d25-783c-44ac-861e-810bcc6f60ae.
5 At para. 2.14: https://www.fca.org.uk/publication/decision-notices/robin-crispin-william-odey-2025.pdf.
6 At para. 2.22.
7 https://www.handbook.fca.org.uk/handbook/SYSC/4/2.html.
This article was first published by Law360.
