The Abolition of the Shareholder Privilege Rule

Case Note: The Abolition of the Shareholder Privilege Rule

Jardine Strategic Ltd v Oasis Investments II Master Fund Ltd and Others (No 2) [2025] UKPC 34

Judicial Committee of the Privy Council
Lord Briggs, Lord Leggatt, Lord Burrows, Lady Rose, Lord Richards
24 July 2025

1. Introduction

1.1 For 137 years, English law recognised a special exception to legal professional privilege: companies could not assert privilege against their own shareholders. This "shareholder privilege rule" meant that in litigation between a company and its shareholders, the shareholders could demand to see the company's legal advice (except advice created specifically for that litigation).

1.2 On 24 July 2025, the Privy Council abolished this rule entirely. The Board held that it had no proper legal foundation and should never have existed. To ensure consistency, they directed that all English courts must follow this decision.

1.3 This case note examines each stage of the litigation in detail, from the Bermuda trial court through to the Privy Council. It analyses how successive courts grappled with the rule's justification and why the highest court ultimately rejected it. The note concludes with practical guidance on what this means for corporate and litigation practice.

2. Background to the Dispute

The Corporate Transaction

2.1 The case arose from a corporate reorganisation within the Jardine Matheson group, one of Asia's largest conglomerates. On 14 April 2021, two companies within the group amalgamated: Jardine Strategic Holdings Ltd merged with JMH Bermuda Ltd to form a new entity, Jardine Strategic Ltd.

2.2 As part of this amalgamation, all shares in the original Jardine Strategic Holdings were cancelled. The company offered to pay US$33 per share to the shareholders whose shares were being cancelled.

The Statutory Framework

2.3 Under section 106 of Bermuda's Companies Act 1981, shareholders who vote against an amalgamation have special rights. They can apply to court for a determination of the "fair value" of their shares. If the court finds the company's offer was too low, it can order a higher payment.

2.4 Approximately 90 institutional investors, led by Oasis Investments II Master Fund Ltd, voted against the amalgamation. They considered the $33 offer inadequate and commenced proceedings under section 106 for a fair value determination.

The Privilege Dispute

2.5 In August 2022, as part of the court proceedings, the dissenting shareholders sought disclosure of documents from the company. Among these were legal advice documents that the company had obtained when deciding on the $33 offer price.

2.6 The company claimed legal professional privilege over these documents. The shareholders countered with the shareholder privilege rule, arguing that as shareholders (or former shareholders) of the company, they were entitled to see its legal advice.

3. The Bermuda Supreme Court (First Instance)

The Chief Justice's Decision

3.1 Chief Justice Hargun delivered judgment on 24 November 2022 in In the Matter of Jardine Strategic Holdings Limited [2022] SC (Bda) 90 Civ. His approach was straightforward: the shareholder privilege rule was well-established in English law, Bermuda follows English law on matters of privilege, and therefore the rule applied in Bermuda.

3.2 The Chief Justice cited the leading English authorities establishing the rule. The foundational case was Gouraud v Edison Gower Bell Telephone Co of Europe (1888) 57 LJ Ch 498, where Chitty J first held that a company could not assert privilege against its shareholders. This had been followed in Woodhouse & Co Ltd v Woodhouse (1914) 30 TLR 559 by the Court of Appeal and consistently applied thereafter in cases such as Re Hydrosan Ltd [1991] BCC 19 and Arrow Trading & Investments Est. 1920 v Edwardian Group Ltd [2004] BCC 955.

3.3 The Chief Justice saw no reason to depart from this long line of authority. He stated at paragraph 143: "it is established under English law that a company may not claim privilege against its shareholders." He did not examine whether the rule made sense or whether its original justification remained valid.

The Timing Issue

3.4 A critical issue was determining when the shareholder rule ceased to apply. Everyone agreed that once litigation between the company and shareholders was in contemplation, the company could claim privilege for new legal advice (under litigation privilege). But when did that point arrive?

3.5 In his main judgment of 12 November 2021, the Chief Justice considered whether 19 February 2021 (when a Transaction Committee was formed) marked the beginning of litigation privilege. He found this too early. In a supplemental judgment, he ultimately fixed 12 April 2021 as the cut-off date - this was when the shareholders formally filed their appraisal petitions.

3.6 The practical effect was significant: all legal advice obtained before 12 April 2021 had to be disclosed to the shareholders, while advice after that date remained privileged.

Extension of the Rule

3.7 The Chief Justice also addressed whether the rule applied to different categories of shareholders. At paragraph 154 of the judgment, he held that:

• Former shareholders (whose shares had been cancelled) could still invoke the rule
• They were treated as "successors in title" to the privilege rights
• Beneficial owners (not just registered shareholders) were covered
• The rule applied even to those who acquired shares after the advice was given

3.8 These extensions significantly broadened the rule's scope beyond its traditional boundaries.

4. The Bermuda Court of Appeal

The Judgments

4.1 The Court of Appeal delivered judgment on 5 March 2024 in Jardine Strategic Holdings Limited v Oasis Investments [2024] CA (Bda) 7 Civ. The court comprised Sir Christopher Clarke P, Bell JA, and Kawaley JA. While all three judges dismissed the company's appeal, they took different approaches to the legal analysis.

Bell JA's Judgment: Reconceptualising the Rule

4.2 Bell JA delivered the main judgment. He recognised that the original justification for the shareholder rule - that shareholders somehow "owned" the company's assets and therefore the legal advice - could no longer stand. The case of Salomon v A Salomon & Co Ltd [1897] AC 22 had established definitively that companies are separate legal persons owning their own assets. Shareholders have no ownership interest in company property.

4.3 However, rather than abandon the rule, Bell JA sought to place it on a new foundation. He held at paragraph 129 that the rule was "clearly now based on joint interest privilege and not on 19th century case law." Joint interest privilege is a doctrine stating that where two parties have a joint interest in legal advice, one cannot claim privilege against the other.

4.4 Bell JA found that companies and shareholders have an inherent joint interest in legal advice about the company's affairs. He treated this as an established category of joint interest privilege, analogous to the relationship between:

• Trustees and beneficiaries
• Partners in a partnership
• Insurers and insured
• Principals and agents

4.5 Bell JA also made several important rulings on scope:

• At paragraph 131, he upheld the extension to former shareholders
• At paragraph 135, he confirmed it applied to those who acquired shares after the advice
• At paragraph 141, he adjusted the cut-off date for litigation privilege to 8 March 2021 (when the amalgamation was publicly announced)

Kawaley JA's Nuanced Approach

4.6 Kawaley JA agreed with the result but took a significantly different approach. His judgment introduced more nuance and flexibility into the rule's application.

4.7 First, Kawaley JA rejected what he called the "traditional view that the company shareholder relationship was enough on its own to establish an exception to privilege" (paragraph 73 of the Privy Council judgment summarising his approach). Simply being a shareholder did not automatically entitle one to see privileged documents.

4.8 Instead, Kawaley JA proposed a contextual test. As stated at paragraph 147(c) of his judgment, shareholders must demonstrate that the advice "was received in circumstances which directly engaged the shareholder's legal or commercial rights in a way which was reasonably discernible at the time."

4.9 This approach required case-by-case analysis. Courts would need to examine:

• The nature of the legal advice
• The circumstances in which it was obtained
• Whether shareholder interests were directly engaged
• Whether this engagement was reasonably apparent when the advice was sought

4.10 Applying this test to the facts, Kawaley JA found at paragraph 185 that "the shareholders had a clear joint interest in relation to any advice bearing on the appropriate figure to be offered for the shares that were to be compulsorily acquired." The valuation advice directly affected their statutory rights to fair value.

Sir Christopher Clarke P's Commercial Observations

4.11 The President's concurring judgment contained important observations about commercial reality. At paragraph 182, he described the Jardine group structure as "a series of pyramids within a larger overall pyramid" with subsidiaries having "many external and independent shareholders."

4.12 This complexity mattered. In such elaborate corporate structures, with multiple levels of shareholding and diverse shareholder groups, the idea of a simple "common interest" between company and shareholders became increasingly unrealistic.

5. The English Parallel: Aabar v Glencore

The Direct Challenge

5.1 While the Bermuda appeals were proceeding, a frontal assault on the shareholder rule was mounted in the English High Court. In Aabar Holdings SARL v Glencore plc [2024] EWHC 3046 (Comm), Picken J heard what he described as the fundamental question: "Does the Shareholder Rule exist in English law?"

5.2 The case arose from securities litigation. Aabar Holdings, which held Glencore shares indirectly through intermediary companies, sued under sections 90 and 90A of the Financial Services and Markets Act 2000. They alleged misstatements in Glencore's prospectuses and sought disclosure of privileged documents. Glencore took the bold position that the shareholder rule simply did not exist.

Picken J's Systematic Analysis

5.3 Picken J conducted the first comprehensive review of the rule's foundations in English law. His judgment, delivered on 27 November 2024, systematically examined and rejected both theoretical justifications for the rule.

5.4 On the proprietary justification, Picken J was unequivocal. This rationale was "wholly inconsistent with the proper analysis of a company as set out in Salomon." The idea that shareholders had "paid for" legal advice because their money formed part of the company's funds was a legal fiction that ignored corporate personality.

5.5 Picken J then turned to the more modern justification based on joint interest privilege. Here, he went further than previous courts. He questioned whether "joint interest privilege" existed as a freestanding doctrine at all. In his analysis:

• The term was merely a "convenient label" for various specific relationships
• Each relationship had its own independent justification
• There was no overarching principle uniting them
• The company-shareholder relationship lacked any specific justification

Commercial Reality and Policy Concerns

5.6 Picken J emphasised commercial realities that previous courts had overlooked. Shareholders often have conflicting interests:

• Majority shareholders may oppose minorities
• Different shareholder groups may want different outcomes
• Activist shareholders may be adverse to management
• Short-term traders may conflict with long-term investors

5.7 To assume all shareholders shared a common interest with the company was, in Picken J's view, unrealistic and uncommercial.

5.8 The judge also stressed practical problems. If companies could not be confident their legal advice would remain privileged, they would be discouraged from seeking it. This "chilling effect" would harm corporate governance and compliance. Directors facing potential personal liability need frank legal advice, which requires confidentiality.

The Bold Conclusion

5.9 Picken J concluded that "no such rule exists in English law." Despite 135 years of precedent, he held the shareholder rule had no proper foundation and should not be applied.

5.10 Recognising the significance of departing from such established authority, Picken J granted permission to appeal and certified the case as suitable for a "leapfrog" appeal directly to the Supreme Court. However, the Supreme Court declined to hear the appeal, noting that the same issue would likely be resolved by the Privy Council in the pending Jardine case.

6. The Privy Council Decision

The Board's Approach

6.1 The Privy Council heard argument on 6 March 2025 and delivered judgment on 24 July 2025. Lord Briggs and Lady Rose gave the Board's unanimous judgment, with Lord Leggatt, Lord Burrows and Lord Richards agreeing.

6.2 The Board examined three possible versions of the shareholder rule:

1. The traditional automatic rule (all shareholders can see all non-litigation privileged advice)
2. The joint interest version (the company-shareholder relationship generally creates sufficient joint interest)
3. Kawaley JA's nuanced approach (case-by-case assessment of sufficient joint interest)

6.3 The Board systematically examined and rejected each version.

For completeness, several specific issues were framed in the appeal (in case the rule was upheld): whether the rule could be claimed by beneficial (not registered) shareholders, whether it applied if shares were acquired after the advice, and the exact date privilege would re-attach (issue of adversity). The Privy Council ultimately found these issues “otiose” (moot) given its abolition of the rule – but the mere fact such thorny questions arose underscores how problematic the rule’s operation had become. As the Board drily noted, the “difficult problems” these questions raised only “confirm the Board’s view that the Shareholder Rule should be abolished.”

Demolishing the Traditional Rule

6.4 On the traditional proprietary justification, the Board was damning. The rule was "wholly inconsistent with basic principles of company law which were settled before the end of the 19th century." The idea that shareholders owned company assets (and thus the legal advice) had been wrong since Salomon v Salomon in 1897.

6.5 The Board used a memorable metaphor at paragraph 83: "Like the emperor wearing no clothes in the folktale, it is time to recognise and declare that the Rule is altogether unclothed." The rule had survived through repetition rather than reason.

6.6 The Board traced how the original justification had "just faded quietly away, without anyone apparently noticing." Courts continued applying the rule mechanically without examining whether its foundation remained sound.

Rejecting Joint Interest Privilege

6.7 The Board then examined whether the rule could be salvaged through joint interest privilege theory. Their conclusion was equally negative.

6.8 At paragraph 86, the Board found that courts had included the company-shareholder relationship in the joint interest privilege family "almost as an unthinking habit." There was no principled reason for this inclusion. It had happened through repetition in textbooks and judgments without proper analysis.

6.9 The Board emphasised commercial reality. The assumption that companies and shareholders have aligned interests was "contrary to the typical commercial reality." The very facts of the case demonstrated this - the majority shareholder (Jardine Matheson group) wanted to pay as little as possible for the minority shares, while the minorities wanted to receive as much as possible. Their interests were diametrically opposed.

6.10 The Board formally removed the company-shareholder relationship from the joint interest privilege family. They specifically disapproved the dictum in Dawson-Damer v Taylor Wessing LLP [2020] Ch 746 that had listed it as an example of joint interest privilege.

The Problem with Flexibility

6.11 Finally, the Board considered Kawaley JA's nuanced approach requiring case-by-case assessment. While intellectually sophisticated, this approach created unacceptable uncertainty.

6.12 The key problem was timing. Directors deciding whether to seek legal advice need to know whether it will remain confidential. Under Kawaley JA's approach, they could not know this because it would depend on:

• What disputes might arise in the future
• Which shareholders might become litigants
• How a future court might assess the "joint interest" at the time advice was sought

6.13 As the Board stated at paragraph 94, the result would be that "Directors would just have to make the general assumption that they could not obtain legal advice in confidence." This uncertainty would defeat privilege's purpose of encouraging frank legal consultation.

Policy Justifications

6.14 The Board articulated three key policy reasons for abolishing the rule:

6.15 First, modern companies must balance diverse stakeholder interests - not just shareholders but employees, creditors, customers, and communities. They need confidential legal advice to navigate these complexities. Automatic disclosure to one stakeholder group (shareholders) would impair this balancing exercise.

6.16 Second, the company-shareholder relationship is contractual, governed by the articles of association. These articles typically limit shareholder information rights. It would be "strange" if litigation gave shareholders greater rights than their contract provided.

6.17 Third, good corporate governance requires directors to seek legal advice on difficult issues. If that advice might later be disclosed to hostile shareholders, directors would be discouraged from seeking it. This would harm governance and compliance.

The Willers v Joyce Direction

6.18 Because this was an appeal from Bermuda, the Privy Council's decision would normally only be persuasive (not binding) in England. However, the Board took the unusual step of issuing a direction under Willers v Joyce (No 2) [2016] UKSC 44.

6.19 At paragraph 101, all Board members declared themselves "firmly of the view" that the shareholder rule should no longer be recognised in English law. They directed that English courts must treat this decision as representing the law of England and Wales.

6.20 This direction ensures consistency across jurisdictions and prevents any argument that old English authorities like Gouraud or Woodhouse remain good law.

7. Analysis of the Decision

Why the Rule Survived So Long

7.1 The shareholder privilege rule exemplifies how legal errors can persist through precedential momentum. Each court cited previous authorities without examining their foundations. The rule achieved legitimacy through longevity rather than logic.

7.2 The original Victorian conception - that shareholders "owned" the company and its assets - made sense in an era of small, closely-held companies. But it became obsolete with Salomon and the development of modern corporate structures. Yet courts continued applying the rule mechanically for over a century.

7.3 Attempts to modernise the rule by recasting it as joint interest privilege only postponed the reckoning. This theoretical migration could not cure the fundamental problem: shareholders and companies often have opposing interests.

The Importance of Certainty

7.4 The Board's emphasis on certainty reflects privilege's preventative function. Legal professional privilege exists to encourage clients to seek legal advice by guaranteeing confidentiality. This only works if clients know in advance that their communications will remain privileged.

7.5 Any rule requiring retrospective judicial assessment of "sufficient joint interest" undermines this certainty. Directors cannot make business decisions based on speculation about how future courts might view past interest alignment.

Commercial Reality

7.6 The judgment reflects judicial recognition of modern commercial complexity. Today's shareholders include:

• Institutional investors with diverse strategies
• Activist funds seeking corporate change
• Index trackers with passive approaches
• Short sellers betting against the company
• Retail investors with varying objectives

7.7 To pretend these diverse groups share a common interest with the company (and each other) ignores reality. The Board's willingness to acknowledge this complexity marks a shift toward commercial pragmatism in corporate law.

8. Key Takeaways for Practitioners

The New Legal Position

8.1 Companies can now assert legal professional privilege against shareholders exactly as they would against any third party. Shareholder status provides no special entitlement to see privileged documents.

8.2 This applies to all categories of shareholders:

• Current shareholders
• Former shareholders
• Direct shareholders
• Indirect shareholders
• Registered shareholders
• Beneficial owners

8.3 There is no need for complex analysis of when relationships became adverse. Normal privilege rules apply throughout the relationship.

What Remains Unchanged

8.4 Standard exceptions to privilege still apply:

• The crime/fraud exception (advice furthering unlawful purposes)
• Joint retainer situations (where shareholders are jointly advised)
• Waiver (voluntary disclosure)
• Statutory rights to information under company law

8.5 The decision only removes the special litigation exception for shareholders. It does not expand privilege or create new protections.

Jardine also has implications for internal investigations.

If a company investigates wrongdoing (e.g. accounting irregularities or compliance breaches) through external lawyers and then faces shareholder litigation (such as a derivative action or a securities class action), the reports and legal findings from that investigation are generally privileged.

Under the old rule, shareholders might have attempted to demand those materials, arguing they were “paid for by the company” and should be shared.

Post-Jardine, that argument fails. This incentivises companies to involve legal counsel in sensitive investigations (to avail themselves of privilege), which can enhance candid fact-finding and proper legal advice on remediation.

It also means companies can cooperate with regulators or engage in remediation without automatically handing ammunition to private litigants – an important balance in corporate accountability.

On the flip side, shareholders may have to rely more on regulator findings (which are public) or other evidence rather than piggy-backing on the company’s own legal analysis.

Practical Implications for Companies

8.6 Companies and their directors can now seek legal advice with confidence it will remain confidential. This is particularly important for:

• Sensitive valuations and fairness opinions
• Governance reviews and board evaluations
• Regulatory compliance matters
• Internal investigations
• Transaction structuring
• Responses to shareholder activism

8.7 However, companies must still maintain privilege properly:

• Limit circulation of legal advice to those who need it
• Be careful about waiver through voluntary disclosure
• Consider when sharing advice with major shareholders might waive privilege
• Document the privileged nature of legal communications

Implications for Shareholder Litigation

8.8 Shareholder claimants have lost a significant procedural advantage. They must now build cases without automatic access to company legal advice. No longer can a disaffected investor count on automatically getting the company’s own legal advice about the impugned transaction or decision.

This raises the bar for claimants, who will need to build their cases without that shortcut. Shareholders will need to rely on non-privileged documents, witness evidence, and perhaps expert testimony rather than hoping to find a “smoking gun” in the company’s privileged communications.

In corporate valuation or unfair prejudice cases, for instance, the company’s legal advice on a deal or restructuring may have been very revealing – but it is now off-limits unless an exception applies.

One exception to remember is the iniquity (fraud) exception: if the shareholder can show that the communications were in furtherance of misconduct (fraud, crime or other iniquity), then privilege does not apply.

That is a high threshold and was not altered by Jardine. Another route is common interest arrangements: if shareholders anticipate needing access to advice (for example, in a consensual joint venture or a takeover bid scenario), they might seek to be jointly advised or to enter a common interest privilege agreement at the time of the advice.

Absent such arrangements, however, shareholders should assume they have no right to the company’s privileged material. Institutional investors and activists may need to adapt strategies – for example, pushing for board seats or observer rights (which could give access to information through governance channels rather than litigation). This means:

• Greater reliance on non-privileged documents
• More emphasis on witness evidence
• Increased use of inference and circumstantial evidence
• Higher importance of pre-action disclosure applications
• Need for creative litigation strategies

8.9 The loss of privilege access may actually strengthen other shareholder remedies as courts seek to maintain balance. Expect renewed focus on:

• Statutory information rights
• Unfair prejudice remedies
• Derivative action procedures
• Disclosure obligations in securities litigation

For litigators, Jardine simplifies privilege fights in shareholder actions. They no longer need to engage in arcane arguments about the “joint interest” or factual alignment between company and shareholders at the time of each document. The default position is clear: if a document is covered by legal advice privilege or litigation privilege, the company can withhold it, even against a shareholder claimant.

This should streamline disclosure exercises. It also places greater onus on claimants to articulate why any particular document might not be privileged in the first place (e.g. perhaps it was not a lawyer-client communication, or was an accountant’s advice, etc.), rather than relying on status.

From a defense perspective, companies in shareholder litigation should still review privilege claims carefully – Jardine removes the blanket exception, but standard principles of privilege still apply (improperly copying lawyers on communications won’t magically make them privileged, etc.).

The win is that a properly privileged communication stays privileged. Additionally, in cases like Jardine involving a timeline, companies need not agonise over pinpointing an “adversarial date” – though it may remain prudent to identify when litigation privilege begins (since documents after that point may also be privileged on that separate basis).

Transactional Considerations

8.10 Investment documentation should now explicitly address information rights:

• Negotiated privilege-sharing arrangements for major investors
• Board observer rights with appropriate confidentiality restrictions
• Regular information covenants as substitute for litigation discovery
• Clear protocols for handling privileged materials

8.11 In public M&A, bidders can be confident that target company advice on deal terms remains confidential. This may affect:

• Negotiation dynamics
• Due diligence processes
• Warranty and disclosure negotiations
• Post-completion disputes

The ruling is particularly welcome news for transactional lawyers handling mergers, acquisitions, or restructuring where minority shareholder buyouts occur.

In such scenarios (like the amalgamation in Jardine), there is often a risk of litigation by unhappy shareholders. Jardine eliminates a major litigation risk: the internal legal advice on transaction structure, pricing, or strategy should remain protected.

Previously, one deterrent for companies in, say, a squeeze-out or scheme of arrangement was that if shareholders later sued, the discovery process might expose all the legal deliberations (which could be second-guessed or used to support the claim).

Now, companies can engage frankly with counsel on these deals without furnishing a playbook to opponents down the road. This could make boards more willing to seek comprehensive legal risk analysis in contentious deals, knowing it will not be disclosable.

For takeover bidders and financial advisors, it likewise reduces the chances that confidential legal analyses (for example, on how to structure a deal to avoid minority oppression claims) will surface in court.

International Considerations

8.12 While the decision directly binds only England, Wales and Bermuda, its influence will be broader:

• Other common law jurisdictions will likely follow
• Delaware law (often relevant for international companies) takes a different approach
• Cross-border transactions need careful privilege analysis
• Forum selection becomes more important in shareholder disputes

Although Jardine directly decides English and Bermudian law, it will be persuasive in other common law jurisdictions that inherited the Shareholder Rule.

Notably, some jurisdictions had already diverged.

Courts in Canada had declined to follow Gouraud decades ago, noting that it rested on an erroneous view of shareholders’ proprietary rights.

In McPherson v Institute of Chartered Accountants of British Columbia (1988) 32 BCLR (2d) 328, the Court of Appeal held that the rule should not be followed as it conflicted with Salomon.

Similarly, an Alberta court in Ziegler v Green Acres (2008) rejected the rule, warning that its effect “would be to dissuade companies from taking legal advice.”. In Australia, Olsson J in South Australia v Barrett (1995) 64 SASR 73 doubted the validity of Woodhouse, pointing out that shareholders are not akin to beneficiaries.

By contrast, the rule had lingered in places like the Cayman Islands, where first-instance judges felt bound to apply it pending appellate reform.

The Privy Council’s analysis will undoubtedly be cited in those jurisdictions as persuasive authority to align with modern principle.

Indeed, in offshore financial centres (Bermuda, Cayman, BVI) where shareholder appraisal and unfair prejudice actions are not uncommon, the Jardine precedent provides a clear basis to refuse discovery of privileged materials.

9. Future Developments

Potential Legislative Response

9.1 Parliament might consider expanding statutory shareholder information rights to rebalance the position. Possible reforms include:

• Enhanced disclosure for related party transactions
• Greater transparency in director decision-making
• Specific information rights for significant shareholders
• Expanded scope for shareholder requisitions

Market Adaptations

9.2 Commercial practice will likely evolve to address the new landscape:

• Increased shareholder demands for board representation
• More sophisticated information rights in investment terms
• Growth of independent board committees with separate advisers
• Evolution of "soft" information sharing outside formal privilege

Litigation Evolution

9.3 Shareholder litigation strategies will adapt:

• Greater focus on pre-action disclosure
• More use of Norwich Pharmacal orders
• Increased reliance on regulatory findings
• Creative use of Part 18 requests and specific disclosure
• Potential satellite litigation over privilege claims

10. Conclusion

10.1 The abolition of the shareholder privilege rule marks a fundamental shift in corporate law. By prioritising legal certainty and commercial reality over historical precedent, the Privy Council has modernised this area of law.

10.2 The decision strengthens corporate governance by ensuring directors can seek confidential legal advice. It acknowledges the complexity of modern shareholder relationships and the need for companies to balance diverse stakeholder interests.

10.3 For practitioners, the message is clear: privilege law now applies consistently regardless of the parties' relationship. Companies enjoy the same privilege protection against shareholders as against anyone else. While this removes a tactical advantage for shareholder claimants, it creates a more principled and certain legal framework.

10.4 After 137 years, the emperor has finally been revealed as naked. The shareholder privilege rule is dead, and corporate law is the better for its passing.