Fiduciary duty meaning

In this issue: Horizon scanning Worker status and categories Immigration Pay Remuneration Taxation Diversity and the gender pay gap Maternity, parents and carers Whistleblowing Data protection and staff information Confidentiality, obligations and restrictions: enforcement Financial services and banking: employment matters Bribery, modern slavery, tax evasion and fraud Issues arising on termination Employment Tribunals Civil courts and alternative dispute resolution Dates for your diary Trackers Employment resources on Lexis+® LexTalk® Employment: a Lexis®Nexis community Daily and weekly news alerts Horizon scanning Updated Employment Rights Bill to be considered by the House of Lords The updated Employment Rights Bill (ERB), transmitted from the House of Commons to the House of Lords, was issued on 14 March 2025. Its second reading in the House of Lords is scheduled for 27 March 2025...

In this issue: Advertising, marketing and sponsorship Agency and distribution Consumer protection Contracts Contractual joint ventures International Daily and weekly news alerts Dates for your diary Trackers New and updated content Advertising, marketing and sponsorship ASA rulings—19 March 2025 A single complaint was made to the Advertising Standards Authority (ASA) about Haven Leisure Ltd’s claims on holiday pricing. The ASA upheld the complaint. See: LNB News 19/03/2025 11. Agency and distribution Recovery Partners GP Ltd v Rukhadze [2025] UKSC 10 The Supreme Court dismissed the appellants’ appeal against an order to account for profits earned in breach of duty; they were employees of the respondent companies and owed fiduciary duties. The court affirmed strict adherence to the fiduciary ‘no profit’ rule, rejecting arguments for a ‘but for’ causation test and for counterfactual enquiries into whether the gains could have been authorised if consent had been sought. See: Recovery Partners GP...

Pagden (as liquidator of Core VCT IV Plc and Core VCT V plc) and others v Fry and other cases [2025] EWHC 2316 (Ch) What are the practical implications of this case? This decision clarifies that, although liquidators’ firms and their personnel may, in certain circumstances, invoke limitation clauses in relation to distinct contractual or tortious duties (always subject to the Unfair Contract Terms Act 1977 and fact-specific questions of vicarious liability), individual liquidators cannot restrict the statutory obligations that arise under a statutory trust. Sensible practice is for liquidators and their firms to revisit engagement letters to (a) set out, with precision, the separation between liquidators’ statutory functions and any contractual or advisory services; and (b) add explicit carve-outs confirming that limitation provisions have no application to the liquidators’ statutory duties. What was the background? The claimants are three companies that issued proceedings against their former liquidators and the firm of those former office-holders (the defendants). They contend the defendants breached fiduciary, tortious and contractual...

This Practice Note sets out the offences of fraud by failing to disclose and fraud by abuse of position under sections 3 and 4 of the Fraud Act 2006 (FrA 2006). Each is a means by which the general fraud offence in FrA 2006, s 1 can be committed. These offences are most often brought against professionals, fiduciaries, or those in positions of trust, or with a fiduciary relationship to the victim. Fraud by failure to disclose information An offence of fraud by failing to disclose is made out where a defendant: dishonestly withholds information from another when under a legal duty to reveal it, and intends to secure a gain for themselves or someone else, or intends to cause another a loss, or to expose them to the risk of loss Conduct falling within this description constitutes the general fraud offence under FrA 2006, s 1. The emphasis is on the defendant’s conduct and intention; it does not matter...

ARCHIVED This archived Practice Note is no longer maintained and is provided for background only. Moreover, some links may not take you to the provisions as they stood on the date this Practice Note’s guidance was published. This year’s annual round-up reviews notable developments from 2017 and signals what is coming in 2018. It covers: Supreme Court rulings in BPE Solicitors v Hughes-Holland and Tiuta v De Villiers on recovery of loss and the assessment of damages in professional negligence claims; Supreme Court decisions in Globalia v Fulton on mitigation, and Lowick Rose v Swynson concerning unjust enrichment and transferred loss; and From the High Court, an important judgment by Coulson J in Russell v Stone on limitation standstill agreements. Reviewing 2017 Professional negligence—recovering damages and the SAAMCO principle What happened? In BPE Solicitors v Hughes-Holland [2017] UKSC 21, the Supreme Court dismissed the trustee in bankruptcy’s appeal, determining that the losses the bankrupt incurred in a...

What does this Practice Note cover? This Practice Note describes the duties and functions of a bond trustee appointed under an English law trust deed for a bond issue. A trustee is not a feature of every bond offering. Some issues proceed without one. The issuer chooses whether to use a trustee or a fiscal agent—see Practice Note: Parties in an issue of debt securities—Fiscal agent or trustee. Bringing in a trustee has significant implications for the issuer and for bondholders (see: Reasons for appointing a trustee below). In this Practice Note, ‘bonds’ is used as a catch-all term for debt securities of all kinds (such as bonds, notes and commercial paper). Be aware, however, that alternative considerations can arise in structured finance deals. For an explanation of the difference between ‘bonds’ and ‘notes’ and the definition of ‘commercial paper’, see Practice Note: Types of debt securities. Who is the bond trustee? The trustee is appointed by the issuer and serves as the go-between for the issuer...

1 Introduction 1.1 This document explains our policy for spotting and managing conflicts of interest, alongside confidentiality and disclosure matters within our practice. 1.2 Our duty to address conflict, confidentiality and disclosure may variously arise from: 1.2.1 regulatory obligations, eg within the Solicitors Regulation Authority (SRA) Codes of Conduct; 1.2.2 legal obligations, eg the general law concerning our responsibilities to clients (often called fiduciary duties); 1.2.3 contractual obligations, eg particular conflicts and confidentiality clauses in agreements we have made. 1.3 In summary, the aims of this policy are to: 1.3.1 outline clearly our duties, and those of people working on our behalf, regarding conflicts of interest, confidentiality and disclosure; 1.3.2 give information and practical guidance on identifying and effectively managing issues of conflict, confidentiality and disclosure...

1 Background 1.1 This policy covers the [ trustees (‘the Trustees’) OR directors of [ insert company name ] (‘the Trustees’), acting in its role as corporate trustee ] of the [ insert name of pension scheme ] (‘the Scheme’). 1.2 Each Trustee has an obligation to act even‑handedly and to advance the aims of the Scheme, while considering the interests of the Scheme’s beneficiaries as a whole. Beneficiaries comprise [ active members, ] pensioners, deferred members, and those asserting rights through them, such as dependants. 1.3 The Trustees may, where appropriate, consider the interests of [ insert name of sponsoring employer ] (the ‘Employer’) as sponsor of the Scheme, so long as this does not cut across their fiduciary obligations to beneficiaries. Legal advice should be obtained if it is necessary to determine whether a distinct fiduciary duty is also owed to the Employer. 1.4 The Trustees acknowledge that, at times, their personal interests or other responsibilities may conflict with—or could reasonably be...

Add the following new clauses 11.4 to 11.8: Subject to clause 11.5, after Completion and notwithstanding this Agreement or the Articles, [ insert names of original investor/s ] (Syndicator) may transfer to any Syndicatee any Investor Shares [ and/or any Loan Notes ]. All other Parties consent and shall, so far as able, use their Company rights (as Shareholder and/or director) to give effect. Syndication proceeds only if: the Syndicator consults in good faith with the Board on the Syndicatee, where practicable (no veto); and the Syndicatee is a [ venture capital OR institutional investor ] [ who is a full member of either the British Private Equity & Venture Capital Association or of the European Private Equity & Venture Capital Association ]. The Company bears reasonable Syndication costs. The Syndicatee confirms it has not relied on any information, advice, appraisal or investigation by/for the Syndicator, will assess matters itself, has no fiduciary...