United Kingdom: Directors and Officers

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Article
Cross-Border Data Incident Response: What We Learned So You Don't Have To
Mishcon de Reya's Data team explores the critical challenges of managing personal data breaches across multiple jurisdictions, examining how notification obligations, regulatory expectations, and personal liability for directors vary significantly between markets. Drawing from a hypothetical cross-border incident scenario, the firm's experts reveal why preparation, local counsel networks, and understanding jurisdictional differences are essential before a breach occurs.
United Kingdom Privacy
Md
Mishcon de Reya
Article
Understanding Directors’ Duties: A Guide For Entrepreneurs
Directors of UK companies face significant legal responsibilities under the Companies Act 2006 that extend beyond strategic decision-making and can expose them to personal liability if not properly understood. From managing conflicts of interest to navigating insolvency risks, these statutory duties apply to all directors regardless of their role or relationship to the business. Understanding these obligations and implementing proper governance practices is essential for protecting both the company and indi
United Kingdom Commercial
BH
Boodle Hatfield
Article
Good Intentions Aren't Good Enough: Saxon Woods Investments Limited v Francesco Costa And The Objective Test For Directors Under Section 172 Of The Companies Act 2006
The Supreme Court's landmark ruling in Saxon Woods Investments Limited v Francesco Costa establishes a critical precedent for director duties under section 172 of the Companies Act 2006. Can a well-intentioned director pursue an alternative strategy that contradicts the collective will of the board, even if they genuinely believe it serves the company's best interests?
United Kingdom Commercial
TS
Travers Smith LLP
Article
Saxon Woods: The Supreme Court revisits directors’ duties
A Supreme Court ruling examines whether a director who deliberately delayed a company sale beyond a shareholder agreement deadline breached fiduciary duties under section 172 of the Companies Act 2006, even though he genuinely believed the delay would benefit the company financially. The case clarifies that the good faith requirement extends beyond a director's thought process to encompass their actual conduct, establishing important boundaries for directorial discretion when contractual obligations conflic
United Kingdom Commercial
MR
Mills & Reeve
Article
Understanding Directors' Loan Account And An Overdrawn Loan Account: The Risks, Tax Implications And How To Resolve Them
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.
United Kingdom Tax
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Weightmans
Article
Reflective Loss Won't Save Rogue Directors: What Minority Shareholders Need To Know
A landmark High Court ruling confirms that minority shareholders can pursue unfair prejudice claims under s994 Companies Act 2006 even when their losses mirror company losses, rejecting the reflective loss principle as a barrier. The decision provides crucial clarity on shareholder remedies when directors misappropriate company funds and establishes important precedent for structuring such claims.
United Kingdom Commercial
TLT
Article
Directors’ Duties And Corporate Governance: Saxon Woods Investments Limited V Francesco Costa [2026] UKSC 21
The Supreme Court has delivered a landmark judgment clarifying the scope of directors' duties under section 172 of the Companies Act 2006, examining whether a director can act unilaterally based on personal belief when such action conflicts with fellow directors and established corporate governance arrangements. This decision has significant implications for directors, shareholders and those involved in corporate governance, particularly in private companies and investment-backed businesses with agreed exit
United Kingdom Commercial
JS
JMW Solicitors LLP
Article
Insurers Cannot Withhold Defence Costs From Petrofac Defendants Under D&O Policy
In a landmark High Court ruling, two former Petrofac directors facing bribery charges have secured the right to continue receiving defence cost coverage from their insurers under a Directors and Officers policy. The decision addresses fundamental questions about when insurers can avoid policies based on alleged fraud and establishes important precedents for executive protection during criminal proceedings.
United Kingdom Insurance
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Macfarlanes LLP
Article
Non-Financial Misconduct: Are You Ready?
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.
United Kingdom Commercial
FW
Fox Williams
Article
The SRA’s COLP And COFA Reforms: Stronger Checks Or A Threshold Trap?
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...
United Kingdom Commercial
JS
JMW Solicitors LLP
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