Alex Davies
- Partner
- Family & Divorce
Wells sharing revisited: What Culligan v Rosemin-Culligan Means for private company shares and illiquid assets on divorce
In Culligan v Rosemin-Culligan, the court made clear that fairness may require spouses to share not only the value of a business asset, but also the risks and uncertainties attached to it. We wrote about fairness here. Now, we explore what the ruling means for business owners, entrepreneurs, investors and families with wealth tied up in illiquid assets.
When a couple divorce, the court’s job is to find a fair distribution of their wealth. Sometimes, however, most of that wealth is tied up in illiquid assets. So, can one spouse be left carrying most of the risk associated with a private company shareholding worth millions of pounds after divorce?
According to the Court of Appeal in the 2026 case of Anthony David Culligan v Diane Liza Rosemin-Culligan, the answer will often be no. The court made clear that where the sharing principle applies, fairness may require both parties to share not only the value of a business asset but also its future uncertainty.
This is an important decision for anyone going through divorce if their estate includes –
- Private company shares
- Founder-owned businesses
- Technology and start-up companies
- Cryptocurrency-generated wealth
- Venture capital investments
- Illiquid or risk-laden investments
It is also one of the most significant Court of Appeal decisions on Wells sharing since Wells v Wells.
What is Wells sharing?
“Wells sharing” takes its name from Wells v Wells [2002] and refers to the principle that where a matrimonial asset is illiquid, difficult to value or inherently risky, fairness may require both spouses to share the asset itself, or its future proceeds, rather than one spouse receiving safer assets while the other retains all the risk. The concept is often encountered in cases involving assets whose future value is uncertain.
The key question is simple: Should one spouse receive the “safe” assets while the other bears all of the uncertainty? The Court of Appeal’s answer in Culligan was that fairness will frequently require the risk to be shared.
The Culligan story
The parties had been together for approximately 40 years and had accumulated wealth of more than £27 million during the marriage. Much of the wealth originated from the husband’s early investment in approximately 1,000 Bitcoin purchased in 2012. The stratospheric appreciation in value helped fund family expenditure and business ventures during the marriage.
The husband’s technology business, SETL Limited, was later acquired by Colendi Holdings Limited through a share exchange. As a result, the husband acquired a minority holding of approximately 3.6% in Colendi.
By the time the divorce was concluding, the Colendi shares were valued at approximately £13.7 million after tax and the shares represented roughly half of the parties’ total wealth. The shares were highly illiquid and could not readily be realised and no one could predict their future value with any certainty or when a liquidity event might occur.
These features created the central issue in the case: how should the court divide matrimonial wealth when nearly half of it consists of an asset whose future value is uncertain?
What did the trial judge decide?
The first judge divided the overall wealth equally by value. Each party received assets worth approximately £13.7 million. However, the composition of those assets differed significantly. As a result the husband received 70% illiquid assets and 30% liquid assets, whilst the wife received 70% liquid assets and 30% illiquid assets.
The husband was not satisfied with having to bear such an unequal burden of business risk. So, he appealed. Successfully.
Why did the appeal succeed?
The Court of Appeal concluded that the structure of the award did not achieve a fair balance of risk and illiquidity between the parties. The judgment contains three particularly important findings.
Wells sharing is not a remedy of last resort
The Court clarified that there is:
- No rule that Wells sharing should only be used as a last resort.
- No rule that Wells sharing should only comprise a minority element of an award.
- No principle that the spouse retaining the business should automatically bear all the risk.
Instead, the correct question remains what it has always been: What outcome is fair?
Equal value does not necessarily mean fairness
The Court said again that judges must look beyond headline valuations. Cash in a bank account is fundamentally different from shares in a private company whose future value is uncertain. The quality of assets matters just as much as their nominal value.
A £5 million cash fund and a £5 million minority shareholding in a private company may carry very different levels of risk. Courts must take that into account.
Future risk may need to be shared
The Court of Appeal was critical of the first judge’s reasoning that had effectively allocated most of the uncertainty to the husband. It found there was no proper basis for concluding that the husband’s transaction had increased risk or that he should bear a greater share of any future downside. Indeed, the evidence suggested the Colendi transaction may have enhanced value rather than diminished it and the uncertainties inherent in that assets affected both parties equally. In those circumstances, fairness pointed strongly towards equal participation in both the upside and the downside.
The outcome
The Court of Appeal varied the order so that the wife would receive 50% rather than 30% of the value ultimately realised from the Colendi shares. To achieve the required adjustment, the former matrimonial home was ordered to be sold, with the husband receiving 40.4% of the net proceeds of sale. The result was that both parties would share equally in the future fortunes of the Colendi investment.
Why this case is important
Quite simply the case confirms that the sharing principle is not limited to the current valuation of an asset. In many cases, fairness requires spouses to share the future risk, future reward and future uncertainty attached to matrimonial wealth.
Alex Davies is a partner and head of the family team at Wedlake Bell and can be contacted on adavies@wedlakebell.com or 07827 961826.
This article is for general information purposes only and does not constitute legal advice or a comprehensive statement of the law. Specific legal advice should always be sought in relation to individual circumstances.
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