Our multi-disciplinary corporate governance group includes corporate, regulatory, employment, tax and incentives and dispute resolution lawyers.

Our team advise listed companies, boards, committees, executive and non-executive directors, senior HR professionals and engaged shareholders on a variety of issues. These include:

  • directors’ duties and liabilities
  • compliance with the UK Corporate Governance Code, the QCA, Stewardship Code and other UK corporate governance guidelines
  • remuneration (including equity incentive arrangements and remuneration code compliance)
  • diversity, discrimination and recruitment
  • shareholder agreements.

Shareholder engagement and activism is an increasing reality in the London markets. Our corporate governance group regularly advises listed companies and shareholders on launching and defending activist strategies in relation to board changes and other corporate governance issues. We have successfully secured the desired results through private negotiation or by the public AGM / EGM requisition route.

Our clients include institutional shareholders, alternative investment funds, activist investors, board members, investor relations firms, proxy solicitation advisers and other market participants.

We also advise bidders and targets on Takeover Code compliance and tactics to achieve the required outcome, whether a successful acquisition or defence against unwelcome approaches.

We have helped numerous clients involved in regulatory investigations by the FCA, the UKLA and AIM in relation to allegations of market abuse, breaches of Listing Rules, AIM Rules, Market Abuse Regulation (MAR) and/or the FCA regulatory regime. We have also conducted internal investigations on behalf of clients where there have been allegations of fraud and corruption.

Corporate governance, shareholder engagement & activism experience

  • Acted for shareholder of a Main Market listed company to successfully obtain an injunction in relation to a purported disenfranchisement under the company’s articles of association by the board for seeking an EGM to remove two directors and appoint new independent NEDs.

  • Acted for an activist investor on its proposed board changes within an AIM-listed oil & gas company, which achieved its goals without requisitioning an EGM.

  • Acted on behalf of a major institutional shareholder of an AIM-listed technology company to secure a board restructuring by negotiation with the board ahead of the AGM.

  • Acted for a 29.9% shareholder of an AIM-listed waste management company on its successful EGM requisition to replace the chairman.

  • Acted for alternative investment manager on an EGM requisition to oppose a bond issuance by an AIM listed oil and gas company, and then convened the EGM on behalf of the company when it refused to do so (activist campaign ultimately led to its takeover of the company).

  • Acted for a group of executives within a FTSE 250 financial services company on various corporate governance and market abuse issues and liaised with the corporate governance committee and NEDs. This led to the resignation of the Chairman / CEO and promotion of all other executives.
  • Acted for a 29% shareholder on its successful removal of the CFO from the board of an AIM-listed software company and an EGM to appoint a non-executive director, which ultimately led to a successful Rule 9 mandatory takeover of the company.

  • Acted for a 14% shareholder on its EGM requisition of a Main Market listed company to replace the chairman with a shareholder nominee and two independents. Although requisition was ultimately withdrawn it drew attention to corporate governance deficiencies and ultimately led to a takeover at a substantial premium.

  • Acted for certain directors of an AIM-listed company in achieving desired board changes via constructive dialogue with shareholders around the non-re-election of directors at the AGM.

Corporate governance, shareholder engagement & activism FAQs

We regularly advise companies and individual directors on the adoption of share incentive schemes and remuneration policies generally and the interaction with corporate governance requirements and shareholder approval.

A company receiving a GM requisition has a number of legal obligations arising from it. We can provide a roadmap on these obligations and potential avenues open to it to resolve the situation.

We can provide a roadmap of the legal and tactical considerations involved in doing so, which will depend on the provisions of the articles of association and the Companies Act (or other corporate legislation applicable to the Company if not incorporated in the UK), as well as the make-up of the board and shareholder base.

Yes, the Stewardship Code and Corporate Governance Code encourages shareholders to have a meaningful dialogue with their investee companies on corporate governance issues. Shareholders working together to achieve this must act in a well-thought out way which does not breach MAR or the collective shareholder action restrictions in the Takeover Code. We can provide a roadmap of the legal and tactical considerations involved in doing so effectively.

We can advise on the legal and regulatory issues involved in carrying out an internal investigation relating to corporate governance failings, financial impropriety or fraud, HR issues and discrimination, health and safety breaches or other forms of potential misconduct. We also have extensive experience in carrying out and reporting to the board and regulatory bodies on such independent investigations as well as advising on public reporting obligations in relation to the same.

"We find Fox Williams to give top-level English law advice across a number of specialised areas, including employment and share schemes."

Legal 500 2024

"Fox Williams has a broad team which is very knowledgeable and pragmatic in its approach."

Chambers UK 2024



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