Legal and Regulatory Risk
Non-compliance with director duties can expose the company to investigations, penalties, and the disqualification of directors. These liabilities elevate the company’s risk profile, often resulting in lower valuations due to increased discount rates and reduced investor confidence.
Corporate Governance Red Flags
Buyers and investors closely scrutinise governance practices during due diligence processes. Evidence of poor oversight or reckless conduct by directors can trigger valuation discounts, delayed deals, and the possibility of transactions being terminated. In such cases, warranties, indemnities, or leadership changes may be required.
Operational and Continuity Risk
Where non-compliance involves reckless trading, the company’s going concern status may be called into question. This uncertainty could lead to distressed valuation approaches, such as asset-based methods, rather than cash flow methods.
Reputational and Funding Impacts
A company associated with poor governance may struggle to raise capital or secure credit. Limited access to funding affects growth potential, directly reducing expected future cash flows.
Mandatory Disclosures and Transparency
Material instances of non-compliance may need to be disclosed in annual returns or financial statements. Such transparency can damage the company’s reputation and erode stakeholder trust, both of which would negatively impact value.
The consequences of non-compliance with director duties extend far beyond regulatory penalties. From undermining investor trust to affecting cash flow projections, these governance failures can significantly impair business valuations. Robust corporate governance is not just a compliance matter; it is a value driver.