Company Law - 2025 Virtual Conference

Introduction

Join us for this timely virtual conference chaired by Jackie Sheldon, offering essential updates and practical guidance on some of the most pressing developments in company law. With expert-led sessions covering corporate governance, directors’ duties, Companies House reforms under the Economic Crime and Corporate Transparency Act, and new compliance obligations around AI regulation, the programme is designed to support in-house counsel and private practice lawyers navigating a rapidly evolving legal landscape. Whether advising on risk, regulatory change, or board-level decision-making, this conference will equip you with the insights needed for 2025 and beyond.

Conference Agenda

This live and interactive 5 hour conference will cover the following:

10am-11am: Identity Verification for Individuals - All You Need to Know

Chair: Jackie Sheldon, Maxlex Ventures Limited

The Economic Crime and Corporate Transparency Act ('ECCTA') received Royal Assent on 26 October 2023. The ECCTA, once in force, will radically change the nature of the Companies House Register. Many of the proposed changes will affect every company on the register.

One reform is the introduction of a new identity verification process to help deter those wishing to use companies for illegal purposes. Anyone setting up, running, owning or controlling a company in the UK will need to verify their identity. At the time of the conference, we will be in the midst of the transitional phase. If you are involved in advising companies (or have any dealings with Companies House filings), then this session is for you.

This session will cover the following:

• Why identity verification is being introduced
• Timeline (including where we are) and how Companies House have used their enforcement powers to date
• Tips to remain up to date
• Who will need to verify their identity
• How to verify your own identity (and for firms, considerations and discussion about internal policies)
• Verification when appointing a director or identifying a PSC - a process map

Morning Break

11:10am-12:10pm: Corporate Governance, Directors’ Duties and Directorial Autonomy

Nicholas Grier, Professor of Commercial Law, University of Abertay

This session will examine the current state of corporate governance in the UK, considering the tension between regulatory expectations and the desire for greater directorial autonomy. It will explore how recent legal and regulatory developments may be reshaping directors’ responsibilities and the role of shareholders in holding boards to account. With increasing scrutiny of governance failures and shifts in both statutory duties and enforcement trends, the session will provide timely insight into the practical implications for directors, companies and their legal advisers.

This session will cover the following:

• Good corporate governance is still respected
• Poor corporate governance often underlies corporate scandals
• Directors breaching their duties can lead to personal liability under CA 2006 and FSMA 2000
• “Misfeasant trading” - a new type of breach of s.212 of the Insolvency Act 1986
• Meanwhile, the FSA is relaxing its corporate governance requirements
• Entrepreneur directors want more autonomy and less interference
• PISCES - offers of shares to the public by private companies
• Are we seeing a rolling-back of shareholders’ rights?

12:10pm-1:10pm: Directors’ Companies Act Duties in Private Companies - Latest Developments

David Impey, Solicitor

It’s vital for private company directors and their advisors to stay up-to-date with latest developments in law and best practice arising from the Companies Act 2006 (CA 2006) duties the directors owe to their company - including any new problems and pitfalls that arise - and the consequences if they breach those duties, so the directors can avoid trouble and keep out of the courts.

This session will help private company directors and their advisers understand the latest legal issues arising from the directors’ statutory CA 2006 duties, assess the impact and importance of each, and identify and implement the effective practical steps needed to keep directors on the straight and narrow.

The session will cover relevant developments that arise under the following heads:

• Latest case law and best practice affecting directors’ duties
• Directors’ duties and share transfers - when s 40 CA 2006 applies
• The ‘creditor duty’ / ‘rule in West Mercia’ - where we are now
• Developments regarding directors’ conflicts and how to handle them
• Directors’ duties and dividends, sales at undervalue and other transactions
• Issues around ratification/authorisation of breaches, including developments in the Duomatic principle
• Accounting for profits - guidance from the courts
• Special considerations for groups of companies
• Who is caught - developments in de facto/shadow director law
• Upcoming reforms to look out for

Break for lunch

2pm-3pm: Complying with UK AI Regulation & the EU AI Act for Companies

Peter Wright, Digital Law UK Ltd.

With the rapid adoption of AI and generative AI in corporate environments, organisations must ensure they are meeting evolving legal and regulatory expectations. This session outlines the UK’s current compliance landscape, highlights key requirements in major trading jurisdictions, and explains how to prepare for the phased implementation of the EU AI Act. Practical guidance will be offered on identifying and managing AI-related risks, aligning internal governance, and ensuring readiness for both UK and EU obligations.

This session will cover:

• Risk and Compliance around the use of AI & Generative AI in a corporate setting
• What are the requirements in the UK and key partner trading jurisdictions?
• How (& when) to comply with the EU AI Act

Afternoon break

3:15-4:15pm: Authorised Corporate Service Providers Responsibilities Under ECCTA

Jackie Sheldon, Maxlex Ventures Limited

Following on from the Identity Verification for Individuals, this session will analyse:

• How to become an Authorised Corporate Service Provider (‘ACSP’) including a review of the list of anti-money laundering supervisory bodies, the registration process (and costs)
• Understanding your role as an ACSP (legal requirements and consequences of failure to comply)
• How to use your authorised account as an ACSP
• How ACSPs can meet the verification standards for their clients (and key points to note such as potential additional training, e.g. checking documents are real) and a discussion surrounding third party platforms
• Summarising who can file documents at Companies House
• Clarification as to key differences between verifying for anti-money laundering checks and IDV

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.