Jardine Strategic Ltd v Oasis Investments II Master Fund Ltd (No. 2)

Can Shareholders Access a Company’s Legal Advice? 

The 2025 Privy Council decision in Jardine Strategic Ltd v Oasis Investments II Master Fund Ltd (No. 2) represents a major shift in the law of legal professional privilege between companies and their shareholders. The judgment abolishes the long-standing Shareholder Rule, significantly changing what information minority shareholders can obtain in corporate disputes. 

What Was the Shareholder Rule? 

For more than a century, courts recognised that a company could not withhold privileged legal advice from its shareholders. If shareholders sued the company, commonly in valuation challenges, unfair prejudice claims, or merger disputes, they could often demand disclosure of the company’s internal legal advice.   

Two traditional justifications supported this doctrine: 

Proprietary rationale: Shareholders were treated as having a beneficial interest in the company’s assets, including legal advice they indirectly funded. Since they “paid” for the advice, they were seen as entitled to inspect it. 

Joint-interest rationale: Courts later reframed the rule as a form of joint-interest privilege: the idea that companies and shareholders share a common legal interest, similar to partners or trustees and beneficiaries. 

In practice, this gave shareholders a powerful discovery tool. They could access sensitive internal advice that would be fully privileged in any other litigation context. 

What Changed in Jardine Strategic?   

In Jardine, dissenting shareholders sought disclosure of internal legal advice relating to a share-price valuation in a statutory appraisal under Bermuda law. Lower courts applied the Shareholder Rule. 

On 24 July 2025, the Judicial Committee of the Privy Council unanimously reversed that position, holding that the Shareholder Rule “forms no part of the law of Bermuda” and should not continue in England and Wales. 

The Privy Council also issued a Willers v Joyce direction, meaning the ruling is binding on courts in England and Wales. 

Why the Rule Was Abolished 

The Board found both rationales unsustainable under modern company law: 

Proprietary rationale rejected: A company is a separate legal person. Shareholders do not beneficially own company assets and therefore have no inherent right to see privileged advice. 

Joint-interest rationale rejected: A modern company has multiple stakeholders with divergent interests. Treating all shareholders as aligned with the company oversimplifies corporate reality. 

As the Board put it, the Shareholder Rule was “a rule without justification… like the emperor wearing no clothes.”  

What Does This Mean for Minority Shareholders? 

Companies can now assert legal advice privilege against shareholders, even when sued by them. Internal advice obtained before litigation remains protected. 

Shareholders can still seek privileged materials only in exceptional cases, such as waiver, crime-fraud, or specific statutory rights. But the broad, status-based entitlement is gone. 

For minority shareholders, this reduces leverage in disputes involving: 

• valuation challenges
• dissenters’ rights 
• unfair prejudice petitions 
• mergers and amalgamations 

Without access to internal legal advice, these claims may become harder to run. 

Conclusion 

Companies now enjoy stronger protection for confidential communications, while shareholders must rely on alternative disclosure tools and non-privileged evidence when challenging corporate decisions.