United Kingdom: Corporate and Company Law

The Court of Appeal examined a commercial licence lacking a specified end date, distinguishing between indefinite and perpetual contracts. This landmark decision clarifies when parties can terminate agreements on reasonable notice, even when only one party has express termination rights, fundamentally reshaping how English courts interpret contracts without clear termination provisions.

The decision suggests such directors should not disclose the company's privileged material to their appointing investor unless that is in the company's interests and is expressly authorised.

The Supreme Court has delivered a landmark ruling on directors' duties under section 172 of the Companies Act 2006, establishing that good faith requires more than honest belief in pursuing a company's best interests. This case arose from a dispute where a chairman covertly delayed a planned company sale, believing it would yield better returns, but in doing so misled the board and breached his fiduciary duties.

The greatest risks in a transaction don't always appear at the beginning. They often emerge when everyone believes the hard work is done. After months of negotiation, due diligence, and drafting, fatigue and urgency can begin to influence decision-making in subtle but meaningful ways.

The Charity Commission has reminded charities that they should be preparing for the Equality and Human Rights Commission’s (EHRC) updated Equality Code of Practice for services, public functions and associations.

From 1 October 2026, businesses that subcontract the delivery of services or operate platforms matching workers with clients may need new terms in their commercial contracts, or risk losing their defence against illegal working penalties of up to £60,000 per worker. This comes from a major overhaul of the UK's right to work regime under the Border Security, Asylum and Immigration Act 2025, which extends liability well beyond the traditional employer-employee relationship.

URE Energy Ltd v Notting Hill Genesis [2025] EWCA Civ 1407 confirms that waiver by election requires actual knowledge of the right being waived. A party may know the facts giving rise to a contractual termination right, but unless it also knows that the right exists, continued performance will not necessarily amount to an election to affirm the contract.

The Investment Security Unit, which assesses transactions for national security risks, moves into expanded business department in Government reorganisation...

The FRC discusses the importance of materiality when preparing an annual report and outlines a six-step process to help issuers decide what meets the test.