Q&As

Q&As

These Q&As seek to briefly address common questions faced when dealing with Corporate matters.

The Q&As supplement and link to other more detailed content, but are intentionally short. It is anticipated that a brief Q&A will be most helpful when you need a quick overview of an issue and its likely impact.

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Latest Corporate News

Unfair prejudice and breach of fiduciary duty (Saxon Woods Investments v Costa)

Dispute Resolution analysis: The Court of Appeal held (overturning the first instance decision) that, where the unfairly prejudicial conduct of the majority involved them acting dishonestly and in breach of fiduciary duty, the petitioner was entitled to a share purchase order under section 996 of the Companies Act 2006 (CA 2006) even if the petitioner was no worse off financially than he would have been if unfairly prejudicial conduct had not occurred. This was so even if the majority genuinely believed that by its unfairly prejudicial conduct it would achieve a better financial outcome for members. The judgment is also interesting for its analysis of the overlap between the concepts of good faith and honesty and for the affirmation of the objective test of honesty. Written by David Fisher, barrister, New Square Chambers.

Corporate weekly highlights—19 June 2025

This week's edition of Corporate weekly highlights includes news of publication by the Department for Business and Trade of its second annual progress report on implementation of the Economic Crime and Corporate Transparency Act 2023 and publication by the European Securities and Markets Authority of final reports on the EU Prospectus Regulation and civil prospectus liability.

Upper Tribunal upholds FCA decisions in the case of Craig Donaldson and David Arden

The Upper Tribunal (Tax and Chancery Chamber) (the Upper Tribunal) has upheld the FCA’s decisions that Craig Donaldson and David Arden, former chief executive (CEO) and chief financial officer (CFO) of Metro Bank PLC (Metro Bank), were knowingly concerned in a breach of Listing Rule 1.3.3R by Metro Bank. The FCA’s Decision Notices were published in November 2022 and the two individuals appealed them to the Upper Tribunal. The Upper Tribunal has decided that fines of £167,325 and £100,950 should be imposed on Mr Donaldson and Mr Arden, respectively.

DBT publish second progress report on Economic Crime Act implementation

The Department for Business and Trade (DBT) has published its second annual progress report on the implementation of the Economic Crime and Corporate Transparency Act (ECCTA) 2023. The report outlines the enactment of over 20 statutory instruments and details new enforcement actions by Companies House, including 82,600 registered office address changes and 419 penalty warning notices. The report sets out implementation milestones through to end-2026, including mandatory identity verification from autumn 2025 and complete limited partnership reforms by end-2026. Companies House reports identifying £50m in UK property linked to organised crime through enhanced powers.