Disputes 180 Episode 8: Shareholder Disputes and Derivative Claims

Episode 8 examines shareholder disputes under English law, in particular derivative claims. We unpack a recent Privy Council decision confirming that the “Shareholder Rule” does not apply in English law, which has major implications for shareholders who can no longer assume a right to access a company’s internal legal advice when pursuing a derivative claim. The episode outlines what it means for both shareholders and companies, and where the law now stands.

Resources:

• Privy Council decision in Jardine Strategic v. Oasis Investments II Master Fund Ltd and others [2025] UKPC 34: Jardine Strategic Limited (Appellant) v. Oasis Investments II Master Fund Ltd and 80 others (Respondents) No 2 (Bermuda)
• Companies Act 2006 Part 11 — provisions regarding derivative claims: Companies Act 2006
• Civil Procedure Rules Practice Direction 19 — provisions regarding derivative claims: PRACTICE DIRECTION 19C – DERIVATIVE CLAIMS – Civil Procedure Rules – Justice UK