US UK Business Law Advisors
Corporate Governance in a Cross-Border World
As UK companies continue to seek opportunities in the United States, the role of corporate governance in ensuring smooth and compliant cross-border operations has never been more important. The legal, regulatory, and cultural differences between the UK and US frameworks can influence everything from board structures to shareholder rights—and overlooking these differences can be costly.
At Abrams Law, an US only Corporate and M&A law firm UK businesses rely on, we operate as US Attorneys licensed to practise in the United States. This dual-qualified capability allows us to advise UK clients with the depth of insight needed to meet both UK and US regulatory and governance standards. As a corporate governance advisor and a law firm London companies trust for transatlantic matters, we help bridge the gap between the two legal systems, ensuring compliance, investor confidence, and sustainable growth.
Key Differences in Governance Frameworks
In the UK, governance principles are guided largely by the UK Company Act 2006 and UK Corporate Governance Code, emphasising transparency, accountability, and long-term shareholder value.
In contrast, US governance—while also shareholder-focused—varies significantly between states, with Delaware leading as the preferred jurisdiction for incorporation due to its well-developed corporate case law.
The US system also gives boards more discretion under the “business judgment rule,” while UK boards operate within stricter accountability frameworks. These differences affect how decisions are documented, disclosed, and defended.
Regulatory Compliance Challenges
The US Securities and Exchange Commission (SEC) recently proposed updates to governance compliance requirements, focusing on enhanced disclosure obligations and ESG-related reporting. While aimed at US public companies, these changes indirectly impact foreign issuers and UK businesses with US investors or listings.
A misstep in disclosure—whether on executive pay, shareholder voting results, or ESG metrics—can damage market confidence and attract regulatory scrutiny. For UK businesses, this means aligning UK reporting systems with US expectations before expansion.
Lessons from Real-World Cases
In one recent example, a UK technology company listed on NASDAQ faced enforcement action for failing to meet US audit committee independence rules, despite being compliant under UK standards.
Another case involved a UK manufacturing group penalised for incomplete ESG disclosures that met UK norms but fell short of US requirements.
These examples highlight the need for early governance alignment and the value of obtaining US legal services London companies can access without crossing time zones. Working with dual-qualified counsel—licensed in both jurisdictions—ensures that both UK and US obligations are met from the outset.
Best Practices for UK Companies Entering the US
- Conduct a “Governance Gap Analysis” before US market entry.
- Adopt hybrid board structures that satisfy both UK and US requirements.
- Train directors on jurisdiction-specific fiduciary duties.
- Align disclosure processes to meet the strictest applicable standard.
For more on transatlantic compliance, see our previous blog on Escrow in US Corporate Transactions, which explores another crucial aspect of cross-border deals.
Conclusion
Corporate governance is more than a compliance obligation—it is a foundation for trust in cross-border business among shareholders, managers, stakeholders, customers and suppliers.
By understanding the nuances of both systems and integrating best practices early, UK companies can avoid costly mistakes and position themselves for long-term success.
Abrams Law, a corporate governance law firm London that UK and US companies depend on, combines U.S. Commercial Law, Corporate Law and M&A law firm expertise via US Attorneys licensed to operate in the US, with with a similar UK offering. We deliver the US legal services London and UK businesses need for expansion. To discuss your corporate governance processes, procedures and readiness for the US market, contact us at +44 208 004 7016 or info@abrams.law, or visit our US Expansion Services page.
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Jonathan’s practice focuses on representing UK, US and international clients in corporate transactions and private commercial matters, including Mergers and Acquisitions, corporate finance, joint ventures, recapitalizations and venture capital investments.
