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Effective Board Reporting: Distinguishing Board versus Executive Information, Managing Information Asymmetry, and the Company Secretary’s Role in Enhancing Oversight, Compliance and Performance

Robust, timely reporting to the board underpins effective governance. Such reporting equips directors to decide with confidence, discharge oversight duties, and confirm that everyday activity remains aligned to the organisation’s strategy. With the board’s demanding mandate, finding the right balance between the volume and depth of information for directors versus that provided to the executive team is frequently difficult. Differentiating between board and executive information needs As outlined in the piece on defining the line between board and executive management, the board and executives work at distinct altitudes within the organisation. Executives are absorbed in operational delivery, whereas the board concentrates on long-term strategy, risk, and accountability. Accordingly, reporting cadence, style and substance ought to mirror these distinctions. Board of directors Frequency: Meeting cadence varies between organisations and needs, commonly monthly or quarterly. Level of detail: Strategic, succinct, and centred on outcomes and risk. Key...

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EU competition dawn raids: General Court clarifies Commission's evidential thresholds and proportionality (Michelin; Red Bull); AG Medina in IMI on phone seizures; implications for revising Regulation 1/2003

Though a mature field of law, the regime on dawn raids has drawn fresh scrutiny after the General Court’s ruling in Michelin (Case T 263/23). That decision led to the partial annulment of a Commission inspection decision. This limited success sparked debate over the evidential and procedural thresholds the Commission must satisfy when carrying out surprise inspections lawfully. A subsequent ruling of the General Court in Red Bull (Case T 306/23) restates the breadth available to the Commission at the preliminary investigative phase as it seeks to identify material capable of underpinning its case regarding suspected breaches of competition rules. The scope of the Commission’s discretion The Commission enjoys a wide margin of discretion to authorise an unannounced inspection where there are reasonable grounds to suspect an infringement of competition rules. That discretion is firmly grounded in the legal framework of Regulation 1/2003 and in the...

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Irish corporation tax: heavy US multinational reliance; prospective US tariffs and OECD Pillar Two raise volatility despite AI and pharma growth

American multinational technology and pharmaceutical companies operating in Ireland generate over 75% of Ireland’s corporation tax receipts, which in turn represent around a quarter of the nation’s tax income, according to a report from the Irish Fiscal Advisory Council. Although businesses in these sectors have mostly escaped direct tariff rises under measures pursued by President Donald Trump, he has lately signalled that duties aimed at those industries are forthcoming......

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Privy Council in Jardine abolishes Shareholder Rule: companies can assert legal professional privilege against shareholders in England and Wales, with corporate governance implications and an Irish rethink likely

Directors must advance the company’s best interests, while also adhering to legal requirements that dictate what must be revealed to shareholders and how their interests are considered in corporate decision-making. When decisions were taken with the benefit of legal advice, the ‘Shareholder Rule’ created uncertainty about who could access that advice in future disputes, in the absence of a statutory footing. On 24 July 2025, in Jardine Strategic Ltd v Oasis Investments II Master Fund Ltd No 2 [2025] UKPC 34 (Jardine), the Judicial Committee of the Privy Council issued a landmark judgment abolishing the ‘Shareholder Rule’. That rule had functioned as an exception to legal advice privilege, preventing a company from maintaining privilege over its legal advice vis-à-vis its shareholders in later litigation. Although the ‘Shareholder Rule’ had stood in England and Wales for more than 135 years, the Privy Council found no sound...

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When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

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This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

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I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...

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