United Kingdom: Directors and Officers

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Article
The Next Wave: Building Safety, AI Exposure And Expanding Corporate Liability
As the financial lines sector navigates through 2026, insurers face mounting pressures from building safety claims extending beyond cladding issues, the rapid integration of AI in professional services, and new corporate crime legislation expanding director liability. With soft market conditions driving growth opportunities but also heightened risk exposure, how should insurers balance competitive positioning against emerging threats in construction defects, technology-driven claims, and management liabilit
United Kingdom Insurance
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Weightmans
Article
Shaping The Future Of AIM: What The New AIM Rules Mean For Growth Companies, Founders And Advisers
AIM has undergone its most significant regulatory overhaul in years, and market participants should take note. On 4 June 2026, the London Stock Exchange published AIM Notice 62, launching a wide-ranging consultation on proposed amendments to the AIM Rules for Companies under its “Shaping the Future of AIM” programme. Following that consultation, the London Stock Exchange confirmed the final amendments in AIM Notice 64, and the revised AIM Rules for Companies took effect on 5 August 2026.
United Kingdom Commercial
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Charles Russell Speechlys LLP
Article
"They'll Thank Me Later" Is Not A Defence
The UK Supreme Court has clarified that directors cannot hide behind subjective belief when breaching fiduciary duties. In Saxon Woods Investments Ltd v Costa, the Court ruled that a director's genuine conviction that their actions would benefit the company does not excuse disloyalty, dishonesty, or deliberate concealment from fellow board members. This landmark decision establishes that good faith under section 172 of the Companies Act 2006 governs both what directors do and how they do it, not merely what
United Kingdom Commercial
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Steptoe LLP
Article
Think, Then Act: Key Takeaways From The Supreme Court's Judgment In Saxon Woods Investments Limited And Others v Costa
The Supreme Court has delivered a landmark ruling on directors' duties under section 172 of the Companies Act 2006, establishing that good faith requires more than honest belief in pursuing a company's best interests. This case arose from a dispute where a chairman covertly delayed a planned company sale, believing it would yield better returns, but in doing so misled the board and breached his fiduciary duties.
United Kingdom Commercial
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Womble Bond Dickinson
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
Corporate law update: 18 - 24 July
The Supreme Court has clarified the boundaries of directors' fiduciary duties, ruling that a director breached his obligations by deliberately concealing information from fellow board members during a company sale process. This landmark decision examines whether genuine belief in acting for the company's benefit can justify unilateral action and information withholding, establishing important precedents for corporate governance and the duty of good faith.
United Kingdom Commercial
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Macfarlanes LLP
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