RE: 20s or 40s20 Feb 2026 11:39
Another reminder to MM & GLA:
Corporate law prohibits making false, deceptive, or misleading statements in, or omitting material facts from, company filings and publications (e.g., reports, prospectuses). Under the Companies Act 2006 and Financial Services and Markets Act 2000, knowingly or recklessly providing such information is a criminal offence. Directors face personal liability for such actions, with penalties including fines and imprisonment.
Key Aspects of Corporate False/Misleading Statements:
Definition: A statement is considered misleading if it is false or deceptive in a "material particular" (likely to influence decisions).
Statutory Offences: Under Section 1112 of the Companies Act 2006, it is an offence to knowingly or recklessly deliver false information to Companies House.
Economic Crime and Corporate Transparency Act 2023 (ECCTA): Amended the law so that it is an offence to provide misleading, false, or deceptive information to Companies House without a reasonable excuse.
Director Liability: Company directors can face criminal charges, resulting in up to 10 years imprisonment under the Fraud Act 2006, or civil consequences, such as damages or rescission of contracts.
Securities Information: Section 90A and Schedule 10A of the Financial Services and Markets Act 2000 impose liability for misleading statements in published information about securities.
Types of Misrepresentation: The law distinguishes between fraudulent (dishonest), negligent (careless), and innocent misrepresentation, impacting the remedies available.
Consequences:
Criminal Penalties: Fines and imprisonment (e.g., up to 10 years for fraud).
Civil Remedies: Damages, rescission of contracts (setting them aside), or injunctions.
Regulatory Action: Fines of up to £300,000 or 10% of global turnover, depending on the nature of the breach.
Reputational Damage: Loss of investor trust and brand value.
While "entire agreement" clauses in contracts may try to limit liability for pre-contractual statements, they cannot protect against liability for fraudulent misrepresentation.