Court of Appeal upholds Chancellor of the Duchy of Lancaster’s decision in significant national security case

Georgina Wolfe appeared on behalf of the successful Chancellor of the Duchy of Lancaster in the Court of Appeal in R (L1T FM Holdings UK Limited) v Chancellor of the Duchy of Lancaster [2025] EWCA Civ 1528, a significant appeal concerning the operation of the National Security and Investment Act 2021 (NSIA).

The appeal followed the High Court’s decision in  R (on the application of L1T FM Holdings UK Limited and/or) v Chancellor of the Duchy of Lancaster in the Cabinet Office [2024] EWHC 2963 (Admin), the first judicial review challenge under the NSIA to reach judgment.

The appeal raised an important question at the intersection of national security law and human rights, namely: to what extent Article 1 of Protocol 1 (A1P1) to the European Convention on Human Rights requires compensation to be paid following a forced sale made pursuant to a final order under the NSIA.

At first instance, Mrs Justice Farbey upheld the lawfulness and proportionality of the Government’s decision requiring LetterOne—an investment group whose ultimate owners include sanctioned oligarchs Mikhail Fridman and Petr Aven—to divest its interest in the broadband provider Upp. The court rejected arguments that the absence of compensation breached A1P1 or that the process was procedurally unfair.

On 28 November 2025, Lord Justice Singh dismissed the appeal. He affirmed the High Court’s ruling that the principle of proportionality had been satisfied. The Appellants were able to conduct a sale in the open market and to retain the proceeds of sale, choosing the buyer should be so long as that buyer did not also pose a risk to national security. The measure was proportionate despite the absence of further compensation and was accordingly lawful under A1P1.

This is the first appellate decision on the compensation implications of divestment orders under the NSIA and is of major significance for the future operation of the UK’s national security investment regime.

Georgina was led by Sir James Eadie KC and Rory Phillips KC, with Emmanuel Sheppard and Karl Laird also appearing for the Respondent, the Chancellor of the Duchy of Lancaster in the Cabinet Office.

Georgina has also co-authored a chapter on the NSIA in National Security Law, Procedure and Practice (OUP, 2024).