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Corporate governance

Corporate governance

Good governance is increasingly identified with good companies and is a topic of consideration for founders, investors and C-suite.

We regularly advise clients on corporate governance issues, including directors’ duties, secretarial issues and queries, constitutional matters, shareholder disputes and best practice.

Our team is also known for its expertise in advising on, and putting in place, efficient and effective corporate governance structures for family businesses and often works in collaboration with our Private Wealth team to this end.

Whether governance relates to structuring the set-up of a family office, advising on terms of reference or codes of conduct, helping family businesses with their constitutions or companies with shareholders’ agreements or appropriate committees and reporting lines, we are able to assist. We also provide advice to those on the wrong side of poor governance and advise in respect of disputes and breach of agreements.

Key experience

Acted for a high net worth individual

Acted for a high net worth individual removing their former spouse as a director of a group of family companies, advised on breaches of directors’ duties, and then consolidated the group’s business into a new, more efficient corporate structure.

Advised investment company directors

Advised the directors of two investment companies on statutory duties when making distributions to exclude certain classes of shareholder, and their duties in the context of a shareholder dispute with claims of unfair prejudice and unlawful distributions.

Advised hotels group

Advised a London-based boutique hotels group on general corporate governance matters.

Advised a freehold management company

Advised a freehold management company regarding a long serving director who had acted outside their authority, including the process for removing the director from the board and potential claims for breach of duty, and then advising on strategy for persuading the director to retire without the need for removal which would cause ill-feeling and friction among the tenants. We further advised on a formal clarification by the board of the authority of individual directors by the adoption and approval by the members of a code of practice for future decision making.

Advised the directors of a trading business

Advised the directors of a trading business on their statutory duties in respect of providing information to, and otherwise dealing with, minority shareholders who had failed to participate in a rights issue by the company and were aggrieved by the dilution of their interest, confirming that the directors had acted in accordance with the company’s articles and their statutory duties and briefing the directors as to how to respond to the minority shareholders at a general meeting they had requisitioned.

Shares held by various generations

Acted for a family company in respect of different rights attached to the shares held by various generations of family members and put in place board policies to enable younger generations to observe board proceedings and familiarise themselves with the business ahead of appointment to the board.

Delegating powers and forming committees

Advised the majority of directors of a company in respect of their ability to delegate powers and form committees to avoid allowing a director who was in dispute with the company to be involved in discussions relating to the dispute.

Amended the articles of association of a charitable company

In conjunction with our colleagues in the Private Wealth team, amended the articles of association of a charitable company to ensure the correct balance between stakeholders, the appointment of external independent directors and appropriate reporting and accountability policies in line with the charity’s goals.

Advised on the adoption of a corporate governance code

For a family estate with a large number of entities, as part of a wider restructuring exercise, advised on the adoption of a corporate governance code by the boards of all estate entities, ensuring consistent decision making, financial accountability and involvement of appropriate estate staff and family stakeholders in relevant business areas.

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