Weekly Corporate Law Update: March 22-28, 2025

has affirmed that the Profit Rule remains a fundamental principle of fiduciary law, noting that it is not necessary for the principal to have suffered a loss from the fiduciary’s breach for the rule to apply. The court emphasized that the Profit Rule operates to protect the principal’s interest in having the fiduciary act in the principal’s best interests, and not to recover losses for the principal.
The case involved an investment fund managed by Recovery Partners GP Ltd. The fund’s general partners invested in a company that would have directly competed with the fund’s investments, resulting in profits for the general partners. The Supreme Court held that the general partners were required to account to the fund for the profits made as a result of the breach of their fiduciary duties.
This decision reaffirms the high standard of conduct expected from fiduciaries and serves as a reminder that fiduciaries cannot profit from their position to the detriment of their principal.

HMRC seeks views on transfers of shares through PISCES
HM Revenue and Customs (HMRC) has launched a consultation on the potential exemption of stamp duty on transfers of shares where payment is made through the Paperless Instrument Sharing and Communication System (PISCES).
The consultation seeks views on the practical application of this exemption, whether it would create opportunities for avoidance or abuse, the impact on compliance costs, and whether any risks associated with the measure can be mitigated.
PISCES is an electronic system developed by the Financial Instrument Tax and Stamp Duty Forum to facilitate the paperless communication of information relating to share transactions. It allows for the transfer of shares without the need for physical share certificates and aims to streamline the process for shareholders, brokers, registrars, and HMRC.
If the exemption is implemented, it could provide a more efficient and cost-effective way for shareholders to transfer shares, reducing administrative burdens and promoting digital transformation in the share dealing process.

BVCA releases annual review for 2024/2025
The British Private Equity and Venture Capital Association (BVCA) has released its annual review for the year 2024/2025, highlighting key trends and developments in the private equity and venture capital industry.
The review covers various aspects of the industry, including fundraising, investment activity, portfolio performance, and regulatory changes. It also provides insights into the impact of geopolitical events, market volatility, and technological advancements on the sector.
Despite challenges posed by the global economic environment, the private equity and venture capital industry has continued to thrive, with sustained interest from investors and strong performance across portfolios. The review showcases the resilience and adaptability of the industry and its ability to navigate uncertainties while delivering value to stakeholders.
Looking ahead, the BVCA remains optimistic about the prospects for the industry, emphasizing the importance of innovation, sustainability, and responsible investing in driving future growth.
Overall, the annual review reflects a positive outlook for the private equity and venture capital sector, highlighting opportunities for growth and investment in the years to come.