United Kingdom: Directors and Officers

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Article
AI And Directors' Duties: Practical Considerations For Boards Of UK Companies
Artificial intelligence is transforming corporate governance, requiring directors to navigate complex oversight challenges as AI systems become embedded across business operations. This article examines how established UK directors' duties apply in the context of AI adoption, exploring the practical implications for board-level decision-making and risk management. Directors must balance AI's strategic opportunities against emerging risks while maintaining effective human oversight and independent judgment.
United Kingdom Technology
W
WilmerHale
Article
Think, Then Act: Key Takeaways From The Supreme Court's Judgment In Saxon Woods Investments Limited And Others v Costa
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.
United Kingdom Commercial
WB
Womble Bond Dickinson
Article
How Can Shareholders Remove Directors?
The Companies Act 2006 establishes a statutory framework allowing shareholders to remove directors through ordinary resolution, but the process involves complex procedural requirements and potential complications. Understanding the interplay between constitutional documents, shareholders' agreements, and employment contracts is crucial before initiating removal proceedings, as directors may possess weighted voting rights or contractual protections that significantly impact the outcome.
United Kingdom Commercial
AG
Anthony Gold Solicitors LLP
Article
Court Examines Test For Good Faith When Discharging Directors’ Duties
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.
United Kingdom Commercial
M
Macfarlanes LLP
Article
The UK Crime And Policing Act 2026: An Extension Of Corporate Criminal Liability
The Crime and Policing Act 2026 introduces sweeping changes to corporate criminal liability in the UK, making organizations accountable for any criminal offense committed by senior managers acting within their authority. This expansion from limited economic crimes to all UK criminal offenses requires businesses to reassess their risk management strategies and implement robust oversight measures for senior leadership.
United Kingdom Employment
LM
Littler Mendelson
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