Writing in NLJ this week, James Harrison and Jenna Coad of Penningtons Manches Cooper chart the Privy Council’s demolition of the long-standing ‘shareholder rule’ in Jardine Strategic v Oasis Investments
Once likened to the emperor’s imaginary clothes, the rule—that companies cannot claim privilege against shareholders—was found baseless. Rejecting outdated trust analogies and joint-interest arguments, the court affirmed that companies and shareholders are distinct legal persons.
The decision secures confidentiality for boards and in-house lawyers but may prompt shareholder counsel to seek new contractual rights to information, reshaping corporate disclosure battles ahead.
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