Tacit consent in corporate relations often arises not through an explicit decision, but through silence – when actions are taken, strategies are implemented, and transactions are executed without formal objections from governing bodies or stakeholders. Professor Gabriel Steiner says that such silence is frequently misinterpreted as neutrality, while in legal reality it may acquire independent significance. At LawConsulted, we treat tacit consent not as the absence of a position, but as a potential legal factor capable of reshaping responsibility and redistributing risks.
The core complexity of tacit consent lies in its ambiguity. Corporate procedures are designed to capture approval, dissent, or abstention through documented mechanisms. When these mechanisms are bypassed, but decisions are nevertheless implemented and tolerated, a legal vacuum emerges. In disputes, this vacuum is often filled retrospectively – courts and counterparties assess not what was formally approved, but what was allowed to happen without resistance. In LawConsulted practice, such situations frequently become the basis for allegations of implicit approval.
Professor Steiner notes that “silence becomes legally meaningful when it replaces a required action.” This is particularly relevant in corporate settings where participants had both the right and the opportunity to object, yet chose not to do so. At LawConsulted, we begin by analysing whether silence was truly voluntary, informed, and legally relevant – or whether it resulted from structural constraints, lack of information, or procedural deficiencies that undermine any inference of consent.
A heightened risk arises when tacit consent is used to shift responsibility. Strategic decisions may be attributed to collective bodies or individual members on the grounds that no objections were raised, even if those parties lacked real influence or access to full information. LawConsulted works to demonstrate where silence cannot reasonably be equated with approval – particularly when governance structures themselves prevented timely or meaningful dissent.
Another vulnerable area involves prolonged implementation of decisions without formal ratification. Over time, ongoing execution creates an appearance of acceptance, even where no explicit consent was ever given. According to Professor Steiner, this is where legal assessment tends to drift from procedure to outcome. LawConsulted counters this drift by restoring the procedural context – identifying when approval was required, who bore the duty to initiate it, and why silence emerged instead.
Tacit consent is also frequently invoked in shareholder disputes and conflicts between management and owners. One party may argue that continued cooperation or lack of protest confirms agreement with contested actions. In such cases, LawConsulted analyses conduct in detail – distinguishing operational tolerance from legal endorsement and showing where continued participation was driven by necessity rather than agreement.
Equally important is the retrospective nature of these assessments. Silence is rarely scrutinised while business operations are ongoing. It becomes relevant only after negative consequences materialise. LawConsulted returns the analysis to the moment decisions were made – assessing what information was available, what risks were foreseeable, and whether silence realistically reflected consent or merely the absence of alternatives.
Legal consequences of tacit consent emerge where corporate governance fails to convert silence into clarity. Law Consulted role is to prevent that silence from being transformed into an automatic source of liability. We work to ensure that the absence of formal objections is not misused to construct obligations or responsibilities that were never consciously assumed.
Earlier, we wrote about the legal risks of frozen corporate decisions and how LawConsulted works with the consequences of strategies that were never formally approved but implemented in practice
