James Harrison & Jenna Coad on how the Privy Council undressed the shareholder rule
- The ‘shareholder rule’ (that a company cannot assert privilege against its own shareholders) is unjustified and should have no place under English law, according to the Privy Council in Jardine Strategic v Oasis Investments.
- In a crucial decision for shareholders and companies, the judgment concludes that companies need to retain privilege in their legal advice against their shareholders as much as the rest of the world.
In Jardine Strategic Ltd v Oasis Investments II Master Fund Limited and others No 2 (Bermuda) [2025] UKPC 34, the Privy Council likened the historic justification for the so-called ‘shareholder rule’ to the emperor wearing no clothes, finding that it was now time to ‘recognise and declare that the Rule is altogether unclothed’. Have legal doctrine and literary folktales ever met with such flourish? Perhaps not, although the board’s analogy did more than merely entertain—it revealed the truth behind the collective illusion that the shareholder rule (broadly that a company cannot assert privilege against
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