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Shareholder and Boardroom Disputes

6 August 2025

Privilege update: Privy Council confirms the shareholder principle no longer applies in England & Wales

We have previously written about the potential death of the shareholder principle in our previous blogs. The recent Privy Council decision in Jardine Strategic Limited v Oasis Investments II Master Fund Ltd & Ors No 2 confirms what we suspected; the shareholder principle no longer exists in England & Wales.

 

Hannah Fitzwilliam

12 March 2025

Does it really take two to tango: can a sole director of a company with unmodified Model Articles make decisions on behalf of the company?

The High Court has provided welcome clarity in Re KRF Services (UK) Ltd [2024] EWHC 2978 (Ch), confirming that a sole director can validly make decisions on behalf of a company that has adopted the Model Articles without modification, even if the company previously had multiple directors.

Sophie Evans

14 November 2024

Privilege series part 1: Privilege in shareholder disputes – is change afoot?

For over a century, it has been a well-established rule that a company cannot claim legal privilege against its own shareholders (Woodhouse & Co. Ltd v Woodhouse). This grants shareholders the right to access legal advice obtained by the company concerning its affairs. However, there is a recognised exception to this rule: if the legal advice pertains to actual or anticipated litigation between the company and the shareholder, the company can claim privilege.

Katie Allard

16 October 2024

When ambitions, articles and duties collide

The recent case of Alkhawaja v TPL Investment Management Ltd & Anor [2024] ADGMCRI 0009 before the Abu Dhabi Global Market (“ADGM”) Court highlights the need for directors to be mindful of the overarching power of company law when seeking to implement their remuneration packages.

Richard Clayman

14 October 2024

A Tangled Web: Director ties himself in knots, then loses summary judgment battle in breach of duty claim

In PK INVESTMENTS LIMITED v (1) SEBAJEEVAN SABARATNAM & Anor [2024] EWHC 2188 (Ch) PK Investments Limited (“PK”) was awarded summary judgment against Mr Sebajeevan Sabarantnam (“S”) for breaching his directors’ duties by causing Finno Medical Limited (the “Company”) loss following a series of high-risk and undocumented transactions.

Richard Clayman

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