Shareholder Legal Advice Privilege in Ireland: High Court Clarifies the Shareholder Rule

The recent High Court decision in Globoforce Group Plc, trading as Workhuman v Luxembourg Investment Company 276 SARL & Others [2026] IEHC 397 has clarified a company’s ability to assert legal advice privilege against its own shareholders. The judgment aligns the Irish position with that adopted by the UK Privy Council in Jardine Strategic Limited, thereby bringing the law in Ireland and the UK into harmony on the so-called Shareholder Rule.

High Court Rejects Shareholders’ Automatic Right to Company Legal Advice

In his judgment, Quinn J. declined to accept that a shareholder’s interest in a company gives rise to a joint or common interest capable of overriding legal professional privilege. He held that the relationship between a company and its shareholders is not one to which the doctrine of joint interest privilege applies. Quinn J. further observed that, given a company’s separate legal personality, it would be inconsistent to regard shareholders as beneficial owners of corporate assets with an inherent right to inspect legal advice obtained using company funds.

The decision confirms that legal advice privilege belongs to the company itself rather than its shareholders. Accordingly, unless shareholders can establish a constitutional entitlement or rely on an express agreement granting access to privileged communications, they will not be entitled to inspect legal advice obtained by the company’s directors.

What the Workhuman Decision Means for Companies and Shareholders

This judgment is of particular significance to multinational companies operating in both Ireland and the United Kingdom, as it provides greater certainty and consistency regarding the application of legal professional privilege across the two jurisdictions.

For more information please contact Bernard King.

The content of this article is provided for information purposes only and does not constitute legal or other advice.