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Kingsley Napley’s Medical Negligence Team ‘walks together’ with the Dame Vera Lynn Children’s Charity
Sharon Burkill
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.
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.
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.
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.
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.
Sharon Burkill
Natalie Cohen
Caroline Sheldon
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