Worldwide: Directors and Officers

Shareholder activism is increasingly targeting AIM companies, where concentrated shareholdings and lower liquidity can enable activists to gain influence rapidly. When private challenges to strategy or management escalate into public campaigns for board change, directors face critical decisions about how to respond, with the first 90 days often proving decisive in determining the outcome.

A recent High Court judgment examines whether liquidators can pursue director loan account debts through section 212 of the Insolvency Act 1986, or whether such claims must be brought separately under CPR Part 7. The case explores the scope of "misfeasance" and "breach of duty" within insolvency proceedings, with significant implications for procedural strategy in director liability claims.

When a joint venture breaks down, a director’s fiduciary duties do not automatically end with the commercial relationship. The Court of Appeal in Song & Anor v Smith & Ors [2026] EWCA Civ 719 drew an important distinction between future opportunities that arise after the breakdown and opportunities that had already matured into assets or business of the joint ventur

Overdrawn directors' loan accounts can trigger significant tax liabilities and personal risks for company directors. Understanding the rules around Section 455 tax, benefit-in-kind reporting, and repayment deadlines is crucial to avoid penalties and potential insolvency complications. Directors who fail to properly manage these accounts may face HMRC disputes, personal liability for debts, and even disqualification proceedings.

A fraudulent trading investigation can expose directors to criminal prosecution, personal financial liability, confiscation proceedings and director disqualification. Early legal advice can materially affect the outcome, as statements made to liquidators, insolvency investigators, HMRC or police may be used in other proceedings, making it essential to coordinate criminal, insolvency and commercial responses from the outset.

When a family business appoints a leader from outside the family, it is never simply a matter of filling a vacancy. It is an emotional crossroads. For generations, the company may have been passed from parent to child, its leadership inseparable from the family’s identity. Handing over to someone without that bloodline connection can feel like a rupture, even when it is the right decision for the future. Yet the choice to bring in external leadership is not an act of failure. More often, it represents ambition, foresight and a recognition that continuity sometimes depends on change.

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The FCA's new rules on Non-Financial Misconduct take effect on 1 September 2026, requiring SMCR firms to assess and respond to instances of bullying, harassment and other serious misconduct even when unrelated to regulatory activities. With implementation weeks away, firms must ensure policies, procedures and internal processes are embedded and operational, whilst navigating a changing legal landscape that includes new employment law obligations and enhanced whistleblowing protections.

The Solicitors Regulation Authority has approved new rules requiring separation of compliance roles from management authority in firms above certain financial thresholds, but smaller owner-managed practices are challenging whether a £600,000 turnover line truly identifies risk or simply creates artificial structures. Born from high-profile client money failures including Axiom Ince, the reforms aim to ensure genuine independence in COLP and COFA appointments...