Company director legal advice

As a director, your responsibilities are significant. From strategic decision-making to ensuring compliance, the pressures can be immense.

We advise both executive and non-executive directors in all spheres and size of companies ranging from start ups to £150 million annual turnover, advising directors at all stages from entry to exit, including corporate governance.

With specialist and experienced lawyers, in a multi-disciplinary team including lawyers from the commercial, employment, insolvency and criminal defence teams, we have the experience to protect you as director advice and to navigate the complexities and legal risks of your role.

How we help directors

• Directors’ Duties and Personal Liability – advising on statutory and fiduciary duties under the Companies Act 2006, including acting in the company’s best interests and avoiding breaches that could lead to personal liability.

• Conflicts of Interest – guidance on identifying, managing, and disclosing conflicts to prevent claims or regulatory action.

• Service Agreements and Remuneration – drafting and reviewing directors’ contracts, including terms, bonuses, and exit provisions to protect directors’ rights.

• Shareholder and Director Disputes – representing directors in disputes with co-directors, shareholders, or the company, including unfair prejudice claims and derivative actions.

• Derivative Claims – advising and defending directors in claims brought on behalf of the company or personally, including allegations of mismanagement or breach of duty.

• Corporate Transactions and Restructures – protecting directors from liability arising from mergers, acquisitions, disposals, or restructures by ensuring proper approvals and documentation.

• Regulatory Investigations and Enforcement – representing directors in investigations or enforcement actions by regulators, including Companies House, FCA, or other authorities.

• Bribery, Corruption, and Fraud – advising on compliance with UK bribery and corruption laws, and defending directors facing allegations of fraudulent conduct.

• Personal Guarantees and Solvency Risks – reviewing and advising on personal guarantees and other financial commitments, and advising on potential personal liability if the company becomes insolvent.

• Termination and Exit – advising on resignations, terminations, and exit arrangements to minimise personal and financial risk.

• Internal Governance and Risk Management – implementing board protocols, decision documentation, and approval procedures to reduce exposure.

Recent Instructions from Company Directors

• Advised a director and minority shareholder who had been incorrectly removed as a director with a view to the majority shareholders/directors invoking the bad leaver provisions within both the shareholders agreement and directors service contract to force a transfer of shares at an undervalue. A court order was obtained for the restitution of the director and a declaration as to the invalidity of the share transfer.

• Acted for a director who was looking to exit the company due to concerns about the company’s solvency. We advised as to the potential personal liabilities and the procedure to use to dilute any personal liability.

• Advised a group of executive but non-shareholding directors in relation to warranties and indemnities sought from them in the course of a share sale.

For more information on how we can assist, please get in touch.