Corporate governance and advisory

Effective corporate governance is more critical than ever before, with increased scrutiny from regulators, shareholders and stakeholders. Businesses are tested by evolving regulations, compliance and the balance of risk and growth. We know that strong governance is key to sustainable success – our team offers strategic, practical guidance to help manage risk, ensure compliance and enable businesses to navigate modern governance challenges, meeting today’s demands and building long-term value and trust among stakeholders.

Confidence through governance

Our corporate governance and advisory experts have extensive experience in providing tailored advice to organisations, ranging from private enterprises to publicly quoted companies and non-profit entities. Their deep expertise ensures clients confidently meet their obligations under the Companies Act, understand directors’ statutory duties, and manage constitutional issues efficiently and effectively.

We have particular strength in assisting AIM-listed companies with their distinctive governance obligations. Our specialists regularly guide clients through the intricacies of conforming with the Listing, Disclosure and Transparency Rules, insider dealing regulations, and market abuse frameworks, ensuring they maintain regulatory best practice while pursuing their strategic objectives.

Recognising the growing importance of transparency and accountability, we advise clients comprehensively on annual reporting requirements. This includes helping companies clearly communicate governance practices, financial performance, and sustainability initiatives, enhancing stakeholder confidence and investor relations.

Our expertise extends to safeguarding businesses against corruption risks through comprehensive advice on the requirements of the Bribery Act. We help clients across sectors, including those operating internationally, to design and implement effective anti-corruption policies and procedures. This ensures adherence to regulatory expectations while promoting an ethical corporate culture.

The team has built a longstanding relationship with us which brings significant advantages: instructions are quick and seamless, and advice is tailored to our circumstances.

Financial regulation remains a complex area for many businesses. Through our financial services regulatory team, we provide strategic counsel on compliance with the Financial Services and Markets Act and the Financial Conduct Authority, guiding organisations through the authorisation process, advising on financial promotions, and assisting with the structuring of new financial products to ensure full regulatory compliance.

Additionally, our team helps clients remain in alignment with the UK’s Competition and Markets Authority regulations and regulations on foreign direct investment, enabling them to navigate competition laws, mergers and acquisitions procedures, and market investigations. We also support charities and other non-profit organisations in addressing governance and constitutional matters, ensuring they meet charity law requirements, comply with regulatory guidelines, and adopt governance best practices.

How we help our clients

Companies Act compliance

Directors’ duties

Constitutional issues

Annual reporting and disclosure requirements

Governance for AIM companies

Bribery Act compliance

Financial promotions

Risk management and internal systems and controls

Shareholder and stakeholder engagement

Advice on the competition law implications of structures and commercial arrangements

ESG considerations in corporate governance, financial reporting and M&A

Share schemes and incentives

This team is really proactive as well as responsive. They are very thorough and work as a team really well.

Leading corporate practice with an international presence and strong cross-border capabilities.

The Penningtons corporate team is outstanding – creative, diligent, highly responsive, always focused on working efficiently and effectively on behalf of clients – a delight to work with.

Recent work highlights

Pharmaceutical group structuring

Acting on the €550 million structuring of a multi-jurisdiction pharmaceutical group, working alongside lawyers in various jurisdictions.

Global group re-organisation

Advising on the UK elements of a major global group re-organisation which involved moving assets valued at more than £1 billion, working alongside a deal team involving lawyers in the US, Ireland, Holland, Singapore and other jurisdictions.

Modern slavery compliance

Providing guidance to the board of a global pharmaceutical organisation on compliance with the UK Modern Slavery Act.

Anti-corruption measures

Acting for a manufacturing and distribution business with sales operations worldwide on the drafting and implementation of anti-corruption procedures under the Bribery Act, including on the terms of appointment of overseas agents.

NSI Act compliance

Assisting a global automobile manufacturer on compliance with the National Security and Investment Act 2021.

Joint venture advice

Advising on a joint venture for the development of batteries for electric vehicles, including on the potential application of merger control, assessment of restrictions for competition law compliance, and related technology licensing issues.

Director removal

Preparing all necessary paperwork for the removal of a director under the Companies Act 2006 procedure, ensuring that it was carried out with minimal disruption, and updating the company’s registers accordingly.

Financial services authorisation

Assisting a financial services company with the authorisation process and providing ongoing advice in relation to customer contracts and the impact of regulatory changes.

Financial services structuring

Advising a new entrant to the financial services sector, with a novel business model, on the structuring of its offering to comply with the requirements of the Financial Services and Markets Act and the Financial Conduct Authority.

Director removal

Financial services authorisation

Assisting a financial services company with the authorisation process and providing ongoing advice in relation to customer contracts and the impact of regulatory changes.