United Kingdom: Corporate Governance

A recent Supreme Court decision clarifies that directors who secretly pursue their own strategy rather than following board-agreed plans face significant personal liability risks, even when they genuinely believe their actions serve the company's best interests.

The Supreme Court has ruled that a director breached his fiduciary duty by concealing information from fellow board members during a company sale process, even though he genuinely believed his actions would maximize shareholder value. This landmark decision clarifies that directors cannot act unilaterally on significant matters and must involve the entire board in decision-making, regardless of their personal convictions about what serves the company's best interests.

HMRC has released detailed guidance on inheritance tax changes affecting pensions, while TPR updates its dashboards requirements and publishes expectations for AI governance in workplace pension schemes. The Pension Schemes Act 2026 has received Royal Assent, triggering consultations on Value for Money frameworks and scale requirements that will reshape the DC pensions landscape.

Generative AI systems produce plausible but incorrect outputs at rates far higher than traditional software, creating board-level risks that demand new governance frameworks. While recent developments like self-evaluation and grounding techniques show promise, these errors cannot be engineered out entirely. Business leaders must recognize that AI's tendency toward confident falsehoods requires treating it as fallible intelligence rather than infallible automation.

The FCA's Mills Review examines how artificial intelligence will transform retail financial services by 2030, outlining seven priority recommendations for regulatory adaptation. While concluding the current framework remains fit for purpose, the review emphasizes the need for enhanced governance, operational resilience, and system-wide oversight as AI becomes increasingly autonomous across financial services.

Lewis Silkin's In-House Employment Lawyers Coffee Break Episode 26 explores the critical issue of legal privilege in corporate communications, examining the landmark Aabar v Glencore case and its implications for in-house counsel. This episode delves into when and how privilege protections apply to internal legal advice, offering practical guidance for employment lawyers navigating the complex boundaries between legal and business communications. Understanding privilege is essential for protecting sensitive

This publication examines key developments from the 2026 AGM and reporting season, analyzing emerging trends in corporate governance, executive compensation, and climate-related disclosures. The analysis explores how UK companies are adapting to new regulatory requirements and responding to evolving shareholder expectations across governance practices.

When a key director of a family business loses mental capacity, the legal and practical implications can create significant uncertainty at board level and within the family.

The UK Competition and Markets Authority has published draft revised guidance on Rivalry-Enhancing Efficiencies, marking a significant shift in how merger-related benefits will be assessed. This modernisation signals greater willingness to consider efficiency claims, with detailed practical guidance on evidence requirements, recognition of dynamic efficiencies, and the potential use of behavioural remedies to address timing uncertainties.