Fundamentals of Law: Shareholder and director disputes

In a climate of heightened shareholder scrutiny and evolving board accountability, solicitors cannot afford gaps in their understanding of the legal framework governing shareholder and director disputes. This session provides an authoritative yet accessible overview of the essentials - and unpacks the landmark decisions that are reshaping how boards must operate today.

What we will cover

• Shareholder rights - A clear and practical overview of the rights available to shareholders, from information and inspection rights through to derivative and unfair prejudice claims. What shareholders can demand, and what boards need to be prepared for.
• Director rights and obligations - A review of directors' duties under the Companies Act 2006 and at common law, how those duties interact with shareholder interests, and the personal exposure directors face when disputes arise.
• The landmark Jardine decision - In Jardine Strategic Holdings Ltd v Oasis Investments II Master Fund Ltd [2025] UKPC 34, the Judicial Committee of the Privy Council abolished the so-called 'Shareholder Rule' - a long-standing principle that had prevented companies from asserting legal advice privilege against their own shareholders in litigation. The Board's decision fundamentally changes the privilege landscape in shareholder disputes, and carries immediate practical consequences for every board that receives legal advice.
• Practical implications for boards - What does the end of the Shareholder Rule actually mean for how your board operates day-to-day? We will examine the impact on:
  • How and when legal advice should be commissioned and recorded
  • The drafting and retention of board minutes and supporting documents
  • Governance protocols for managing legally sensitive communications
  • Structuring board decision-making to preserve privilege in anticipated disputes
  • Managing the tension between board confidentiality and shareholder transparency