Sophie Ashcroft & Miranda Joseph discuss a landmark Privy Council judgment & its implications for legal professional privilege in corporate litigation
- Explains the origins of the shareholder rule, the difficulties in its application, and the reasoning behind the court’s decision to abolish it.
- Considers the implications of the judgment for companies and their advisers.
The Privy Council’s decision in Jardine Strategic Ltd v Oasis Investments II Master Fund Ltd and others No 2 (Bermuda) [2025] UKPC 34 marks a pivotal moment in the evolution of legal professional privilege. In a judgment handed down on 24 July 2025, the board decisively rejected the long-standing shareholder rule: a doctrine that had allowed shareholders to access privileged legal advice obtained by a company. The board declared that it no longer forms part of the law of Bermuda, or of England and Wales.
Background to the dispute
The case arose from the 2021 amalgamation of Jardine Strategic Holdings Ltd and JMH Bermuda Ltd, forming Jardine Strategic Ltd (the company). Shareholders who dissented from the transaction were entitled under Bermuda’s
