United Kingdom: Directors and Officers

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Article
Gamett v Hughes: Mandatory Refusal Of Derivative Claim And Clarification Of Applicants’ Disclosure Duties
In Gamett v Hughes, the English High Court dismissed a shareholder's derivative claim application on mandatory grounds under the Companies Act 2006. The case involved complex questions of directors' duties in the context of an English company and its associated German entity, with the derivative action unusually founded on an alleged oral agreement between two equal shareholders concerning the German entity's operation.
United Kingdom Commercial
QC
Quadrant Chambers
Article
Can Directors Go Their Own Way? Supreme Court Guidance On Directors’ Duties And Board Decision Making
A recent UK Supreme Court decision has clarified that directors cannot pursue alternative strategies behind the scenes, even if they genuinely believe they are acting in the company's best interests. The ruling emphasizes that compliance with directors' duties depends not only on the intended outcome, but also on how directors communicate, behave and exercise their powers throughout the decision-making process.
United Kingdom Commercial
LA
Lester Aldridge LLP
Article
How The Mental Health (Discrimination) Act 2013 Amended The Removal Of Directors On The Basis Of Lacking Capacity
The Mental Health (Discrimination) Act 2013 fundamentally changed how companies can remove directors who lack mental capacity, eliminating court orders as grounds for termination. Understanding these amendments to the 2008 Model Articles is crucial for companies incorporated before April 2013, as outdated provisions may still exist in their articles of association and could expose them to discrimination claims.
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
When A Director Becomes The Competition
When a director secretly diverts business to their own competing venture while still in office, using company resources and confidential information, what remedies are available and how far will the courts go to hold them accountable? This High Court decision examines the boundaries of fiduciary duty, unlawful competition, and whether corporate structures or strategic insolvency can shield directors from liability.
United Kingdom Commercial
BL
Barnes Law
Article
The Importance Of Early Advice: GQA Qualifications Ltd V Clayton
A High Court case examines whether a CEO breached his fiduciary duties when attempting to prevent fellow directors from distributing company profits through retrospective bonuses and asset transfers. The court's analysis distinguishes between acting within constitutional powers and acting in good faith to promote company success, with particular focus on the role of professional legal advice in demonstrating honest intent.
United Kingdom Commercial
Sa
Shepherd and Wedderburn LLP
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