Clifford Chance

Navigating the maze of shareholder privilege: A recent ruling and its implications

11 January 2024

In a recent judgment, the High Court dismissed an application brought by shareholders seeking access to certain documents that a company had withheld from disclosure on the grounds of privilege.

The judgment arose following the third case management conference in Various Claimants and G4S Limited (formerly G4S PLC) [2023] EWHC 2863 (Ch) which took place on 8 November 2023. This is a claim in which institutional shareholders in G4S Limited (formerly G4S PLC) ("G4S") brought a claim under s.90A and s.10A of the Financial Services and Markets Act 2000 ("FSMA"), through which the public companies can be forced to pay compensation to shareholders who have suffered a loss as a result of misleading statements or dishonest omissions in the company's published information, or a dishonest delay in publishing such information.

The Claimant shareholders argued that, in light of the "Shareholder Principle" (as described below), G4S should not be allowed to withhold certain privileged documents from disclosure.

Download PDF