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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss...more
The English Court of Appeal’s recent decision in Saxon Woods Investments Limited v. Francesco Costa ([2025] EWCA Civ 708) provides clarification on the application of directors’ fiduciary duties and the interpretation of good...more
Directors can play a key role in the success of start-ups and scale-ups in both the UK and the U.S. However, differences between legal frameworks and governance norms, as well as the experience and approach applied by...more
Our London Financial Restructuring team authored the UK chapter of the 8th Edition of The Legal 500’s “Restructuring & Insolvency Comparative Guide". The guide provides information on the current issues affecting...more
Two recent English cases illustrate a strict and a more flexible approach by the courts when considering whether the signing of a legal document has complied with, or is rendered ineffective by non-compliance with, prescribed...more
This article considers the key issues a dissenting creditor or shareholder (Dissenting Stakeholder) should consider when challenging a UK Restructuring Plan (Plan) under Part 26A of the Companies Act 2006. For convenience,...more
It is an old rule of English law that the only person who can sue for a wrong done to a company is the company itself. Related to that rule is the principle that an individual shareholder cannot bring a personal claim for a...more
Economic downturns can put both companies and their boards to the test. An important judgment from the U.K. Supreme Court in October 2022, the Sequana case,1 clarifies the obligations of directors of a company facing the...more
The United Kingdom Supreme Court (the “UKSC”) recently delivered its eagerly anticipated judgment in BTI 2014 LLC v Sequana SA and others [2022 UKSC 25] (“Sequana”). The reasoning in Sequana will be highly persuasive in the...more
Elon Musk recently said he has a "super bad feeling" about the economy, pithily declaring what most financial commentators have been predicting in more technical terms....more
Directors have significant ongoing duties towards the company they lead, including taking the changing factual landscape into account. This should include learning lessons from the recent disruption of global supply chains....more
As we stand facing another potential financial crisis, the UK adopted new regulations which tighten the screw to control pre-packaged sales to connected parties. ...more
With the football transfer window having closed on another round of multimillion-pound transfers, the perception continues that football is a sport awash with cash. However, as football plays on behind closed doors, one need...more
For over a century, U.K. company law has enabled a company to propose, to its creditors or shareholders, a compromise or arrangement of their rights which, if approved by the requisite majority and then by the court, is...more
In Standish & Ors v The Royal Bank of Scotland Plc & Anor (the “Judgment”), the High Court confirmed that the duties owed by a shadow director are limited to the subject matter of their instructions. This alert is...more
Note: This Insight has been updated since originally published on March.24.2020 with the title "COVID-19 - Protecting Directors from personal liability during uncertain times". We are amid a black-swan event that is...more
There was an implied duty on the directors of a company not to act unreasonably, arbitrarily or capriciously when deciding whether to give their consent to shares being bought under an option agreement. The decision is a good...more
As discussed, in a speech delivered in July, the about-to-be new U.K. Prime Minister and leader of the Conservative Party, Theresa May, advocated strenuously for a number of corporate governance reforms, an approach she...more
If you read one thing... - U.K. corporates required to identify and record identities (including home addresses) of 25%+ holders of economics/votes/control (“PSCs”) – exclusion for most U.K. listed issuers. ...more