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Good Company October 2014


United Kingdom

This publication aims to keep company directors and secretaries, in-house counsel and their professional advisers abreast of developments in company law and practice.

Welcome to the new edition of Good Company, brought to you by Fieldfisher's corporate team.

This publication aims to keep company directors and secretaries abreast of developments in company law and practice.  We hope you find it useful.


Jonathan Brooks, Editor

Corporate manslaughter cases in 2014

To date, 2014 has seen two convictions and two acquittals under the Corporate Manslaughter and Corporate Homicide Act 2007.  We consider the cases and the practical steps which organisations can take to minimise the risk of prosecution under the Act and under general health and safety legislation.

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Directors' personal guarantees

Directors can be put under considerable pressure to give personal guarantees to get their company's business up and running and it is easy to be over-optimistic about the company's prospects.  But a guarantee will put the director's personal assets at risk and should not be given without a full understanding of the implications.  This article looks at the effect of personal guarantees, the points directors should try to negotiate and directors' duties. 

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Directors' duties in a third party fraud

The High Court has recently held that two directors, who were taken in by a substantial fraud, were in breach of duty to the company.  We consider the case, which throws some interesting light on directors' duties, and is a reminder to directors of their potential personal liabilities where the company is defrauded by a third party. 

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Holding company directors – potential liability as director of subsidiaries?

The Court of Appeal has recently considered whether a director of a holding company was liable to one of its subsidiaries for breach of fiduciary duties, despite not having been appointed as a director of the subsidiary company.  We look at how the court applied the tests for determining whether someone has in fact assumed the role of director (de facto director) or whether the actual directors are accustomed to taking their instructions from a third party (shadow director).

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Claiming for group losses

The Scottish equivalent of the Court of Appeal has recently confirmed that a parent company, which has made a contract with a third party, is not able to claim for losses suffered by its subsidiaries if the third party breaches the contract.  The decision itself is not surprising, being based on the principle, well established both in England and Scotland, that a parent company and its subsidiary have separate legal personalities.  However, the case highlights the pitfalls that can arise in the contractual arrangements of groups of companies.  This article considers the case and how groups can avoid these problems. 

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The employee ownership business model

Tax exemptions introduced in the UK Finance Act 2014 are encouraging employee ownership trust buy-outs and this successful and versatile UK business model is attracting momentum internationally.  Graeme Nuttall OBE explains how it works.

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What’s new at Fieldfisher


  • Fieldfisher has been joined by Hazel Grant as partner and the new head of its privacy team, which is top ranked and one of the largest in Europe. She is a leading data protection lawyer with a vast amount experience in this area, which is acknowledged by clients and the market. Click here to read more.

  • Fieldfisher has hired Osborne Clarke's head of technology Mark Webber.  Mark has more than fifteen years' experience in the technology sector, and his practice focuses on advising clients in the technology and digital media space throughout Europe and the US on ecommerce and IT law as well as innovative IP/technology-related transactions. Click here to read more.

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