The Shareholder Rule in modern English law – an aberration or an asset?

In Jardine Strategic Ltd v Oasis Investments II Master Fund Ltd [2025] UKPC 34, the ‘Shareholder Rule’ was abolished in English law. Since 1886, the Rule had allowed a company’s shareholders to inspect documents that would otherwise have been protected by legal advice privilege. This article traces the origins of the Shareholder Rule, assesses three recent cases on the issue, and argues that the Board erred in its abolition. While the Rule’s basis in nineteenth-century case law was undoubtedly flawed, its more modern rationale based on ‘joint interest’ privilege should not have been so lightly cast aside. The balance of policy considerations is also not as clear-cut as the decision makes out. The abolition of the Shareholder Rule represents a shift away from shareholder primacy and risks weakening corporate governance in England and Wales.