The uncomfortable truth is, not necessarily.
That was one of the key issues considered by the Court of Appeal in GI Globinvestment Limited and another v XY ERS UK Limited [2026] EWCA Civ 1248, and the decision provides a useful reminder of what fiduciary duties actually require.
The Court confirmed that there is no standalone fiduciary duty requiring a fiduciary to disclose all information relevant to another person’s affairs.
That does not mean disclosure is unimportant. Far from it. Where a potential conflict of interest or profit exists, disclosure can be crucial in allowing the person to whom the duties are owed to give properly informed consent.
For directors, advisers and businesses dealing with potential conflicts of interest, understanding that distinction matters. And strategic advice can make a difference when preparing for disputes.
What happened in the GI Globinvestment case?
This particular case arose from investment advice provided by XY ERS UK Limited (XY) to GI Globinvestment Limited and Matteo Cordero di Montezemolo.
The claimants had invested in various financial products recommended by XY, including the Skew Base Fund. They subsequently alleged that XY had presented itself as an independent and conflict-free investment adviser while failing adequately to disclose interests connected with the fund.
The original claims included fraud, breach of fiduciary duty and other causes of action. Following a 28-day trial, those claims were dismissed. The claimants appealed aspects of the decision concerning fiduciary duty, including whether XY was subject to a positive duty to disclose certain information and whether the claimants had given informed consent.
Disclosure versus loyalty
The question that you may be asking is “is there a fiduciary duty of disclosure?” And the simple answer from the Court of Appeal was no. Or at least not as a standalone fiduciary duty simply arising from the fiduciary relationship.
At the heart of fiduciary law is the duty of loyalty. A fiduciary must not generally put themselves in a position where their interests conflict with those of the person to whom they owe their duties, or make an unauthorised profit from their position.
Those principles are often described as the no-conflict and no-profit rules.
In this decision the Court distinguished those duties from a separate positive obligation requiring a fiduciary to disclose everything relevant to the other person’s affairs. It concluded that no such standalone fiduciary duty exists.
That distinction is important because non-disclosure is not, by itself, necessarily a separate breach of fiduciary duty.
Why disclosure still matters
While the distinction is one thing, the reality is the position still is incredibly nuanced.
Although there is no standalone fiduciary duty of disclosure, disclosure can be essential where a fiduciary has a potential conflict of interest or may benefit personally from a transaction. That is because the no-conflict and no-profit rules are subject to informed consent.
In practical terms, informed consent means that someone cannot properly consent to a potential conflict if they have not been given enough information to understand it. The Court has explained that disclosure can therefore provide the basis for informed consent and prevent conduct from amounting to a breach of the no-conflict or no-profit rules.
For me, that’s the real outcome that businesses should take from the case. They should ask themselves:
Has enough material information been disclosed for the other party to understand the potential conflict and give properly informed consent?
What counts as "enough" information?
Unsurprisingly, there is no one standard answer to the question of how much disclosure is enough. The Court confirmed that what amounts to a material fact depends on the circumstances of the particular case. Not every piece of information that could have been disclosed will necessarily be material.
In the context of this case, the claimants knew the person behind the contested fund, and that he owned its general partner. The Court upheld the finding that they had sufficient information to understand the nature and extent of his interest, and determined that it was not necessary, in the circumstances of this case, for them to know every detail of what subsequently happened to the fees. And interestingly, the claimants’ own sophistication and knowledge of the industry were also taken into account – something the courts are able to determine.
This doesn’t mean that less disclosure will always be sufficient when dealing with an experienced businessperson or professional investor, but it does mean that informed consent is contextual. Who is receiving the information, what they already know, the nature of the potential conflict and what information is material to understanding it can all matter.
What does this mean for directors and businesses?
I would be very cautious about reading this decision as saying that fiduciaries don’t need to disclose conflicts.
The real lesson from my experience is that any legal analysis should focus first on the duties actually owed, the nature of any potential conflict or profit, what was disclosed and whether properly informed consent was obtained – once again underlining the importance of good documentation from the outset of a business relationship.
If a potential conflict arises, businesses should be able to establish what information was provided, when it was provided, who received it and what was ultimately agreed or authorised.
And while the precise duties will depend on the relationship and circumstances involved, dealing with those questions clearly at the time is much easier than trying to reconstruct them after a relationship has broken down.
In conclusion, directors and businesses should aim to get advice before a conflict becomes a dispute. Business relationships can become complicated very quickly. And GI Globinvestment is a useful reminder that fiduciary law is more nuanced than a general obligation to “tell someone everything”. Disclosure and informed consent are vitally important where potential conflicts exist.
If you are a director, shareholder or business dealing with concerns around fiduciary duties, conflicts of interest or informed consent, getting advice early can help establish where the obligations, and potential risks in your business, actually sit.
Contact Suezanne: suezanne@skinglegal.co.uk
S King Legal is a legal consultancy and is not a firm of solicitors. Regulated legal services are provided through Aria Grace Law CIC, which is authorised and regulated by the Solicitors Regulation Authority.