Corporate governance lawyer

Good corporate governance underpins the long-term success of every business. When owners and directors carry out their responsibilities correctly, they can minimise the risk of overlooking legal or regulatory requirements, which can lead to compliance investigations, shareholder disputes, conflicts of interest and personal liability for directors in the most serious cases.

At JMW, we work with owners, boards and senior management teams to create governance frameworks that reduce these risks and align operations with company law, regulatory obligations and commercial objectives. We provide clear, practical advice on directors’ responsibilities, shareholder relations and compliance for companies of all sizes, so that businesses can remain accountable to shareholders and the law. Our experts have bought, sold and managed companies themselves, and this first-hand experience helps us to anticipate and overcome challenges before they arise.

Find out more about how the corporate team at JMW can assist you in relation to corporate governance and directors’ responsibilities by calling us on 0345 872 6666. You can also complete our online enquiry form to request a call back at a convenient time.

How JMW can help

JMW's corporate governance team has a track record of success in high-profile corporate governance matters and works collaboratively with owners, directors and board committees across organisations of all sizes. Through this experience in developing ongoing partnerships, we have developed a breadth of corporate advisory expertise and an understanding of how legal obligations can be met while maximising shareholder value.

JMW is one of Chambers and Partners’ top-ranked law firms for corporate law, and the JMW team was commended for its strong handling of corporate transactions and joint ventures. We provide corporate governance support for quoted companies, private companies and family businesses and can adapt our approach to the specific needs of your corporation.

Our expert corporate law team has a wealth of experience in guiding strategic thinking on a wide range of corporate governance issues, including:

• Mergers and acquisitions
• Restructurings and reorganisations
• Management buyouts and management buy-ins
• Employee share schemes and incentives
• Banking and finance
• Board meetings
• General meetings and shareholder resolutions
• Directors’ duties
• Legal compliance
• Company secretarial services
• Succession planning

We provide legal advice to help your organisation to run correctly from the ground up and at all stages, from company formation to exit planning. As a full-service firm, we can also support with internal investigations, crisis management and reputational risk to directors, where necessary.

Meet our corporate governance team

JMW's experienced corporate governance solicitors specialise in risk management, board structuring and other corporate governance matters for public and private companies across the UK. Our experts have practical, first-hand experience in the business world and bring this to bear in offering a full spectrum of services to meet corporate governance needs.

What governance issues can JMW help with?

JMW advises businesses of every size, from family-owned companies and start-ups to multinational groups and listed organisations. With a full range of services, we can assist clients to ensure compliance with good governance best practices and establish where areas of non-compliance may result in unnecessary risk. Because governance challenges differ across industries and scales of operation, we adapt our approach to reflect the realities of your business.

Compliance with the UK Corporate Governance Code

For the boards of quoted companies, we can guide directors on meeting the requirements of the UK Corporate Governance Code and managing the scrutiny that comes with operating in a regulated market. For private companies, we provide governance frameworks that are practical, proportionate and designed to support long-term success, and can help to bring procedures in line with best practices even where the rules of the Corporate Governance Code do not apply.

Company secretarial support

Our company secretarial team provides practical advice and hands-on support to directors and management teams covering the areas that keep board operations running smoothly. We assist with drafting and maintaining articles of association, preparing statutory records and regulatory filings, supporting company secretaries with governance documentation and advising on company secretarial practices that align with regulatory obligations.

Well-maintained records and accurate filings protect directors and board decisions from unnecessary exposure, and by managing the technical and procedural detail with precision, we allow company secretaries and directors to focus on leadership with the confidence that governance foundations are secure.

Succession planning and business continuity

We help companies prepare for leadership changes, whether through succession, management transitions or corporate restructuring. Our role is to put frameworks in place that preserve stability, address regulatory requirements during periods of change and protect long-term business strategy.

For family businesses and owner-managed companies, we advise on succession and exit planning, whether supported by wills, trusts and estate management, or through management buyouts or sales to third parties.

We have extensive experience working in this area with large-scale businesses, and our corporate lawyers can shape legal frameworks and offer key oversight and guidance on structure, so leadership teams can safeguard continuity and protect the interests of shareholders and investors during transition.

What are the outcomes of poor governance?

Directors are expected to exercise their statutory duties under the Companies Act 2006 with care and diligence. These obligations shape how boards manage conflicts, record decision-making and balance the interests of the business with those of its shareholders and other stakeholders. Failure to meet these standards leaves both the company and its directors exposed.

Breaches of duty can trigger civil claims, with remedies ranging from repayment of profits and compensation to rescission of contracts. Shareholders can also pursue derivative actions where negligence or breach of trust is alleged. In a distressed context, directors risk wrongful trading liability if they allow the business to continue when insolvency is unavoidable, and disqualification proceedings can follow where conduct is deemed unfit. On a practical level, lapses in record-keeping, such as failing to retain board minutes or maintain adequate accounting records, are criminal offences for officers in default.

At JMW, we help boards to implement structures that prevent these risks from escalating. We support decision-making with clear records, strengthen processes for managing conflicts, and advise on governance frameworks that withstand scrutiny. When businesses face financial or operational pressure, we can work with directors to identify risks early and put safeguards in place. Our role is to give leaders the confidence to focus on strategy while minimising the scope for challenge.

Q

What are the benefits of good corporate governance?

A

Strong governance can elevate a company’s reputation with investors, lenders and regulators. It reduces the likelihood of liability, strengthens stakeholder confidence and helps leadership teams to demonstrate accountability. Good frameworks also mitigate risk and contribute to improved financial performance by clarifying decision-making and minimising the risk of conflict.

Every business faces different pressures, whether that means sector-specific regulation, shareholder dynamics or the challenges of rapid growth. That is why bespoke governance support is essential. JMW's experience across industries allows us to recognise these specific requirements and deliver solutions that address the unique challenges facing your organisation.