UK: England and Wales: on the definition of 'persons discharging managerial responsibility'

The catching-up (also known as "101 ways to avoid marking, number 42") continues with a post to note that the ICLR has published a summary of the High Court decision Allianz Global Investors GmbH v G4S Ltd [2022] EWHC 1081 (Ch): see [2022] WLR(D) 206. The case concerned an issuer's liability under section 90A of the Financial Services and Markets Act 2000 for untrue or misleading statements. Such liability arises only if a 'person discharging managerial responsibilities' within the issuer knew that the statement was untrue or misleading, or was reckless as to whether this was so. The court held (to quote the summary):

The definition in paragraph 8(5) of Schedule 10A of “persons discharging managerial responsibility” was clear and unambiguous and should be given its natural reading. Read as a whole, it clearly stipulated that where an issuer had directors the persons discharging managerial responsibility were the directors (including persons occupying the position of director, by whatever name) and only in a case where there were no directors could a senior executive of the issuer have such responsibility".