United Kingdom: Shareholders

These days, a risk free M&A deal may be possible, as warranty and indemnity insurance (W&I) is now available for deals of all sizes. W&I policies were created for mega deals (international deals between companies and private equity investors), where sellers were unwilling to give commercial/tax warranties.

Minority shareholders often face challenges in exercising their rights within a company, but UK law provides several mechanisms to protect their interests and hold majority shareholders accountable. Understanding these legal protections is crucial for investors who hold non-controlling stakes in private companies and need to safeguard their position against potential abuse or unfair treatment.

Shareholder activism is increasingly targeting AIM companies, where concentrated shareholdings and lower liquidity can enable activists to gain influence rapidly. When private challenges to strategy or management escalate into public campaigns for board change, directors face critical decisions about how to respond, with the first 90 days often proving decisive in determining the outcome.

Family business succession planning requires balancing personal relationships with commercial realities. This analysis explores the critical decisions owners face when determining whether to pass leadership to the next generation or bring in professional management, and examines the legal structures that can protect both family interests and business continuity.

An employee share scheme allows a startup to offer team members equity in the company. This can be an employee share scheme that lets a startup grant team members equity in the business, helping attract and retain talent when salaries alone fall short. The Enterprise Management Incentive (EMI) scheme is the most widely used option, offering significant tax advantages for both companies and employees. This article unpacks EMI schemes.

The Grand Court of the Cayman Islands has issued a significant ruling on corporate governance, determining that directors cannot postpone an AGM once called and shareholders lack the power to elect a chair in the directors' absence. This decision, while based on Cayman Islands law, draws heavily from English common law and will influence future corporate governance disputes in England and Wales, particularly regarding the balance of power between directors and shareholders in conducting general meetings.

In this episode of our public M&A podcast series, we talk about the UK Takeover Panel’s latest consultation paper (PCP 2026/1) which seeks views on a series of miscellaneous changes to the Takeover Code. Proposals being consulted on include...

In Fang Ankong & another v Green Elite Ltd (in liquidation) (Virgin Islands) [2025] UKPC 47, the Privy Council considered whether an informal understanding between shareholders was enough to authorise substantial distributions from a company.

In UK public takeovers, much like in Australia, hostile takeovers are unusual. Bidders place value on securing the target board’s recommendation of an offer before taking it to shareholders and are typically reluctant...