Company – Merger. The claimant companies sought to carry out business in Mexico. The Mexican tax authority challenged a scheme used by the claimants, which they had adopted on the advice of the defendant. The claimants commenced proceedings against the defendant for, among other things, negligence. The Commercial Court held that, on the evidence, although the defendant had acted negligently, the second claimant had acted unreasonably in abandoning proceedings that it would have won, which would have avoided tax losses, and so its tax recovery claim failed.