Article / 3 Nov 2026
Corporate update: the latest corporate law developments November 2026
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In this month’s update we:
- summarise the Investment Association’s updated guidance for virtual shareholder meetings;
- review the court’s approach when assessing the impact of fraud or wilful concealment on contractual time limits for notifying warranty claims; and
- consider whether a fiduciary (such as a director, trustee, or professional adviser) has a positive duty to disclose all information relevant to its principal’s affairs.
Conflicts, consent and disclosure: what must a fiduciary reveal?
In G.I. Globinvestment Ltd and another v XY ERS UK Ltd [2026] EWCA Civ 1248, the Court of Appeal dismissed an appeal by two investors who claimed that their financial adviser had breached fiduciary duties. The Court held that a fiduciary does not automatically owe a separate positive duty to disclose every fact relevant to its principal’s affairs. Instead, disclosure enables the principal to give informed consent to conduct that would otherwise breach the fiduciary’s duties.
Fiduciary duties
A fiduciary is someone who has undertaken to act for another person - the principal - in circumstances requiring loyalty. Examples include directors, trustees, agents, partners and some professional advisers.
The precise duties owed by the fiduciary will depend on the relationship with their principal, but all fiduciaries are required to:
- avoid positions of potential conflict (the no conflict duty); and
- refrain from making an unauthorised personal profit from their position (the no profit duty).
Although these rules are strictly applied, a principal can give informed consent to behaviour that would otherwise constitute a breach of fiduciary duty. To obtain that consent, a fiduciary will ordinarily need to disclose the material facts needed for the principal to understand the nature and extent of the fiduciary’s interests.
Facts
High-net-worth investor Matteo Cordero di Montezemolo and his family investment vehicle, G.I. Globinvestment Limited (together the Investors), retained wealth adviser XY ERS UK Limited (the Adviser) to provide investment consultancy services. The Adviser was part of the XY Group, which was ultimately owned by an individual, Mr Migani.
The Adviser recommended investments in structured financial products and in a Luxembourg-based fund (the Fund). The Fund’s general partner and its investment adviser were owned by Mr Migani and received significant fees from the Fund. Another company connected to Mr Migani provided technology and portfolio-management support services.
The investments were initially profitable. However, following the market disruption caused by the COVID-19 pandemic in March 2020, the Investors suffered substantial losses, including the total loss of capital invested in one of the Fund’s compartments.
The Investors brought wide-ranging claims against the Adviser, including fraud, conspiracy and breach of fiduciary duty. At trial, Jacobs J dismissed the claims, finding that while the Adviser owed fiduciary duties, the Investors had given informed consent because they knew Mr Migani was the entrepreneur behind the Fund and that he owned its general partner.
The Investors appealed on two central grounds:
- the Adviser owed a positive fiduciary duty to disclose all facts and material conflicts relevant to their affairs (Ground One); and
- the trial judge erred in finding informed consent, as specific fee splits and the role and ownership of the Fund’s investment adviser had not been disclosed (Ground Two).
Decision
The Court of Appeal unanimously rejected both grounds of appeal.
In relation to Ground One, the Court confirmed that a fiduciary has no standalone duty to disclose all information relevant to its principal’s affairs. Instead, disclosure is relevant to whether the principal has given informed consent to conduct that would otherwise breach the no conflict or no profit duties. A failure to disclose will not, of itself, found an independent claim for breach of fiduciary duty.
On Ground Two, the Court held that the sufficiency of disclosure can depend on the sophistication and intelligence of the person receiving it. On the facts, the Investors were sufficiently informed to give valid consent. They were experienced and sophisticated. They knew that Mr Migani was behind the Fund, had a significant financial interest in it and owned its general partner. They also knew that substantial fees were paid to the general partner and that advisers were paid from those fees. Although the Investors did not know the detailed breakdowns of internal fee allocations or sister-company arrangements, the missing information did not materially alter the nature or scale of the conflict they already understood.
Comment
Conflicts can arise in many commercial situations, including where directors, agents, joint venture partners, trustees or professional advisers owe fiduciary duties and have connected interests, receive third-party benefits or act for more than one party.
Businesses should, therefore, identify conflicts early and record consent clearly. Disclosure of conflicts need not always include every operational detail, but it must give the recipient enough information to understand the nature and extent of the fiduciary’s interest. The recipient’s experience may affect that assessment, but properly documented disclosure remains the safest route to informed consent.
Warranty claims: when does fraud stop the notification clock?
In Jigsaw Bidco Ltd v Terry Allan and Others [2026] CSOH 101, the Outer House of the Court of Session considered how an exception for fraud or wilful concealment applied to the contractual time limit for notifying warranty claims under a share purchase agreement (SPA). The Court held that fraud or wilful concealment did not remove the contractual time limit entirely. Instead, time during which the claim was delayed by the fraud or concealment did not count towards the notification period. The Court also held that concealment by any one seller could affect the contractual protection available to all sellers in relation to that claim.
Fraud and wilful concealment exception
In corporate acquisitions, SPAs routinely balance seller warranties with strict time limits that bar warranty claims unless the buyer gives written notice of the claim within a set period.
To prevent abuse, contracts will also usually include an exception under which the contractual time limits do not apply if the sellers have been guilty of fraud or wilful concealment. The effect of the exception depends on its precise wording. Its purpose is to prevent sellers from relying on agreed cut-off dates to the extent that their deliberate deception has prevented the buyer from identifying or pursuing a breach.
Facts
In February 2023, Jigsaw Bidco Ltd (Buyer) acquired the entire share capital of Global Energy (Engineering and Construction) Limited from four sellers (Sellers). The SPA contained standard seller warranties and required the Buyer to give written notice of any warranty claim within 18 months of completion (by 8 August 2024).
In February 2026 – significantly after the cut-off date for notifying claims – the Buyer brought an action alleging that some warranties were inaccurate and seeking damages for breach of contract. The Buyer did not claim to have given notice of the breaches within the contractual period. Instead, it relied on Clause 8.14 of the SPA, which provided that contractual limitations on the Sellers’ liability would not apply “if and to the extent that a Claim ... arises or is delayed as a result of fraud or wilful concealment by any of the Sellers, their agents or advisers”.
The Buyer argued that, under Clause 8.14, wilful concealment disapplied the 18-month cut-off completely, allowing claims to be brought within the general statutory prescriptive period. The Sellers argued that concealment did not remove the time limit permanently. Instead, any period during which the claim had been concealed should effectively be left out of the calculation, giving the Buyer back the time lost through the concealment.
A further issue for the Court was whether concealment by one Seller affected the contractual protection available to all the Sellers.
Decision
The Court preferred the Sellers’ interpretation of Clause 8.14. It held that any period of delay caused by wilful concealment should be excluded when calculating the contractual notification period, rather than the notification period being disapplied altogether.
When making this decision, the Court analysed the placement in Clause 8.14 of the words “to the extent that” and “as a result of”. It concluded that the contractual limits were displaced only to the extent that the claim had arisen or been delayed because of the fraud or concealment. The clause sought to ensure that concealed claims were not lost through the passage of time, but there was no reason why the time limit should be removed entirely rather than adjusted to protect the Buyer’s position.
The Court also considered the commercial purpose of the provisions. The warranties addressed the initial information imbalance between the Buyer and the Sellers. The 18-month notification period served a different purpose - providing certainty and preventing stale claims. Once the Buyer had control of the company, the information imbalance should reduce over time, and the Sellers would not wish to remain exposed to claims for the full prescriptive period. Clause 8.14 provided an exception where fraud or wilful concealment meant the cut-off period might be insufficient for the Buyer to become aware of a problem.
On the second issue, the Court interpreted the phrases “by any of the Sellers” and “the liability of the Sellers” as meaning that concealment by one Seller displaced the relevant contractual protections for all Sellers in relation to that claim.
Although the Buyer’s claim was time-barred on its existing pleadings, the Court did not immediately dismiss the case. It allowed the Buyer an opportunity to examine preserved computer data and consider whether it could amend its pleadings to allege that wilful concealment had delayed the claim sufficiently to extend the contractual deadline.
Comment
The decision highlights the importance of precise drafting of fraud and concealment exceptions. If parties intend fraud or wilful concealment to remove contractual time limits completely (rather than just suspend them), the drafting should make that clear.
Buyers should also notify potential claims promptly once they become aware of them – even with just basic details – rather than assuming a fraud clause may grant an indefinite extension.
For sellers, the case contains another important warning. Depending on the drafting, misconduct by one seller may deprive all sellers of protection under the contractual limitations. That should be considered carefully when negotiating both the limitation provisions and the allocation of liability between sellers.
Investment association: updated guidance for virtual shareholder meetings
The Investment Association (IA) has updated its guidance on virtually enabled shareholder meetings, reflecting both developments in technology and changing market practice since its previous statement in December 2017.
The revised guidance sets out the IA’s expectations for UK-listed companies incorporating virtual elements into their meetings. It applies to annual general meetings (AGMs) of companies with financial years ending on or after 30 September 2026. Its principles also extend, where applicable, to other shareholder meetings.
A change of approach
The updated guidance marks an important shift. In 2017, the IA opposed virtual-only AGMs (meaning those conducted without a physical meeting place), warning that removing the physical meeting could weaken board accountability. It confirmed that IA members were unlikely to support changes to company articles allowing virtual meetings. The IA did, however, support technology being used alongside a physical meeting.
The updated guidance is more flexible. The IA and its members continue to prefer hybrid AGMs, where shareholders can attend at a physical venue or participate virtually. It considers that this model provides the best combination of accessibility and meaningful interaction between shareholders and the board. It also recognises that hybrid meetings involve additional costs and may not be suitable for every company.
Virtual-only meetings are no longer rejected outright. Views among IA members differ, however, with some supporting them only in exceptional circumstances and others considering them on a case-by-case basis. In either case, companies must explain their choice of format and put sufficient safeguards in place to ensure that shareholders attending virtually have the same rights as those attending a physical meeting.
Shareholder safeguards
The updated guidance confirms that IA members will generally expect various safeguards to be in place for the virtual element of any meeting. These include the following:
- The board should decide the meeting format and explain its decision to investors.
- Shareholders joining electronically should be able to participate properly, including being seen and heard by directors and other shareholders. All directors should participate and remain clearly visible throughout the virtual meeting.
- Technology must be capable of supporting all shareholders who wish to participate, with contingency arrangements in place if the technology fails.
- Shareholders should have the right to ask questions of the board during the meeting, and companies should explain whether questions have been bundled together or filtered. Shareholders should be allowed to ask additional questions where a grouped question has not dealt adequately with their issue.
- After the meeting, the company should publish on its website a full record of questions submitted by shareholders, including those that were not answered.
- The explanatory notes accompanying the meeting notice should confirm that the IA’s safeguards for the virtual element of the meeting will be in place.
Shareholder approval
The revised guidance confirms that, if a company proposes to amend its articles to permit virtual-only meetings, it should explain whether it intends to use that flexibility at its next AGM or is simply seeking the option to do so in future.
IA members also expect companies to seek regular shareholder reapproval of the continued use of a virtual-only element. This should take the form of an advisory ordinary resolution every three years from the third anniversary of first use. For companies whose articles were amended some time ago, the meeting notice should confirm that the recommended reapproval process will be followed and that current shareholder expectations on meeting conduct will be met.
The IA’s Institutional Voting Information Service (IVIS) will not raise concerns about proposed amendments to articles where the company confirms in the notice of meeting that it will meet the expectations set out in the guidance, including the commitment to seek reapproval every three years. It will, however, “red top” a company that seeks approval to amend its articles without those assurances or fails to seek the expected shareholder reapproval.
First published on Accountancy Daily.
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