United Kingdom: Shareholders

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 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.

The Dematerialisation Market Action Taskforce (DEMAT) has published its report on implementing the first phase of the move to fully digitise share ownership in UK traded companies (that is UK companies traded on a UK...

The Court of Appeal examines whether shareholders suffered unfair prejudice when a director pursued property investment opportunities for his own benefit rather than offering them to the joint venture company.

In a recent decision, the High Court held that a sole director and the company he controlled could together be liable for the tort of unlawful means conspiracy: LUX Films Ltd v Fowler & Anor [2026] EWHC 963 (KB).

Private credit lenders face a new reality as U.S. distressed borrowers increasingly turn to English restructuring tools to reorganize New York law-governed debt outside of Chapter 11. Recent cases demonstrate how Schemes of Arrangement and Restructuring Plans can bind dissenting creditors, reduce minority creditor influence, and potentially circumvent the absolute priority rule. Understanding these cross-border mechanisms has become essential for lenders navigating modern restructuring dynamics.

When can a UK parent company be held liable for the actions of its subsidiaries? This analysis explores the evolving legal landscape of parent company liability, from negligence claims arising from international operations to alternative routes through economic torts and director duties.

The decision potentially broadens the scope of legal advice privilege beyond the approach previously seen as orthodox...

Selling a family business involves navigating complex structural, tax, and operational challenges that can significantly impact the transaction's success. From pre-sale restructuring and management transitions to due diligence preparation and post-closing arrangements, family business owners must address numerous critical considerations to maximize value and ensure a smooth transfer.