Piers Larbey and Izabella Brooks examine the legal realities of digital governance in the New Law Journal
Piers and Izabella’s article was published in the New Law Journal, 1 August 2025, and can be seen here.
Piers Larbey, Partner, and Izabella Brooks, Associate, in our Corporate & Commercial department, examine the legal implications of digital transformation in corporate governance, focusing on virtual AGMs, e-signatures, and AI.
While virtual meetings have gained popularity, their legal validity under the Companies Act 2006 remains uncertain, particularly regarding the definition of a meeting "place." Companies must ensure shareholders can fully participate and that their articles of association permit virtual formats.
E-signatures are widely accepted for most legal documents, though some, like deeds and wills, still require traditional execution and physical witnessing. Best practice includes agreeing on signature types, using counterparts clauses, and managing formalities carefully in digital environments.
The article also explores the growing role of AI and digital record-keeping in corporate operations. AI tools offer efficiency in tasks like meeting transcription and decision support but raise concerns around accuracy, confidentiality, and directors’ statutory duties to exercise independent judgment and diligence. Digital record-keeping is now permitted under the Companies Act, provided records are accessible and reproducible.
As technology evolves rapidly, the law is adapting through new legislation such as the Electronic Trade Documents Act 2023 and the Data (Use and Access) Act 2025. These developments highlight the need for corporate leaders to balance innovation with legal compliance, ensuring that technology enhances rather than undermines governance and accountability.
Read the full article on the New Law Journal website [subscription required].