Shareholders, Board of Directors, UK Companies Acts

“‘They Will Thank Me in the Long Run’”: Court of Appeal Considers Good Faith Obligations and Fiduciary Duties of Directors in...

Goodwin on 6/23/2025

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

UK Corporate Briefing - November 2024

BCLP on 11/4/2024

The Investment Association (“IA”) has published its Principles of Remuneration for 2025 (“Principles”) following a review to ensure they support a competitive remuneration environment and meet investor expectations....more

High Court dismisses green strategy derivative claim against Shell’s directors

BCLP on 5/24/2023

In February 2023 ClientEarth issued a derivative action against Shell’s 11 directors. ClientEarth alleged that the directors had breached their duties under the Companies Act 2006 (CA 2006) by failing to adopt and implement...more

The General Guide to the UK Takeover Regime

Skadden, Arps, Slate, Meagher & Flom LLP on 3/17/2023

This guide summarises certain key provisions of the Code with a focus on issues that are likely to be of particular concern to a bidder. Although reference is made to other statutory and regulatory instruments and regimes,...more

Directors’ Duties to Consider Supply Chains

Morgan Lewis on 12/14/2021

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

UK Court of Appeal: When to Trigger the Creditor Duty Shift

Latham & Watkins LLP on 4/3/2019

Ruling provides guidance on how close to insolvency a company needs to be before directors must consider creditors’ interests. The UK Court of Appeal has ruled that the payment of a lawful dividend did not, on the facts,...more