Full Description
This new work explores the evolving challenges faced by directors and creditors in both corporate and insolvency contexts. Structured in five parts, it offers a rigorous yet practical examination of key legal developments and their implications for practice and policy.
The volume opens with a foundational overview of the legal principles that shape the director-creditor relationship, before turning to the landmark Supreme Court decision in BTI 2014 LLC v Sequana SA and others [2022] UKSC 25. This pivotal case has reshaped the legal landscape, influencing how courts and practitioners approach limited liability, wrongful trading, transactional avoidance, and directors' duties—particularly the creditor duty and the definition of insolvency.
Subsequent chapters broaden the scope to address contemporary issues beyond Sequana, many of which are relevant to both solvent and insolvent companies. Topics include fiduciary duties, directors' personal liability, fraudulent and wrongful trading, corporate sustainability, creditor vulnerability, and the growing impact of climate change litigation.
The discussion then extends to a global scale, examining how Sequana has influenced legal thinking across jurisdictions including the EU, Australia, the US, Singapore, Hong Kong, and Canada. With a focus on both common law and civil law systems, the book offers a comparative perspective on global efforts to refine insolvency frameworks and harmonise corporate governance standards.
Combining detailed legal analysis with practical insights, Directors and Creditors: Law and Liability is an essential resource for legal practitioners, academics, and policymakers navigating the complexities of modern corporate and insolvency law.
Contents
PART A: Introduction
1: John M. Wood, Sofia Ellina, and John Tribe: Introduction
PART B: Sequana: Implications and Challenges
2: Sarah Paterson: Insolvency: What it Means and Why it Matters for Directors' Duties
3: David Milman: The Unexplored Potential of Section 423 of the Insolvency Act 1986
4: Paula Moffatt: The Interests of Creditors
5: Kayode Akintola: Oscillating between Shareholder and Creditor Interests in Limited Liability Companies
6: HHJ Mark Cawson KC and Ian Tucker: The Relationship between Shareholder Ratification and Duomatic Principles and the Creditor Interest Duty post Sequana
7: Susan Watson: The Modern Company as a Separate Legal Entity
8: Bruce Alan Markell: Shifting and Surrounding Sands: Comparative Views on Director Duties in the Zone of Insolvency
9: Joseph Curl KC: The Legacy of Sequana
PART C: Broader Issues Concerning Directors and Creditors
10: Clare Stanley KC: What are the Actual Fiduciary Duties for a Director?
11: Stephen Baister: A Body to be Kicked: The Liability of a Company Director for a Company's Costs
12: John Tribe: Resolving the Stakeholder Indeterminacy Problem in the Communitarian Bankruptcy Debate: A post Sequana Analysis
13: Rebecca Parry, Alex Kastrinou, and Georgette Ellis: Addressing the Knowledge Gap in Directors' Insolvency Duties and Liabilities
14: Andrew Vinson: Director Liability: Behind the Veil and the Scope for Accessory Liability
15: Sofia Ellina: Wrongful Trading: Scope and Challenges
16: Andrew Goodson, Stephen Hunt, and Frank Turnbull: Fraudulent Trading: Considerations for Officeholders from an Insolvency Practitioner's Perspective
17: Rafael Savva: Creditor Duty and Corporate Sustainability
18: Anja Lansbergen-Mills and Eleanor Temple KC: Creditors' Redress Against Directors of Insolvent Companies
19: Jonathan Hardman: Conceptual Challenges for Creditors of Companies
20: John M. Wood: Directors' Duties in Climate Change Litigation
21: Neeti Shikha and Emily Reeve: Rethinking Directors' Liability: An Integrative 'Deepening Theory' Approach
PART D: International Perspectives
22: Gerard McCormack and Oriana Casasola: The International Complexities of Section 423 of the Insolvency Act 1986 in the Sequana Case
23: Jason Harris: The Relationship between the Creditors' Duty and Other Duties of Directors
24: Akshaya Kamalnath and Preeti Nalavadi: Directors' Duties, the 'Initiation Problem', and SME Restructuring in Australia: The Law and Non-Law Factors at Play
25: Juanitta Calitz: Steering Through Storms: Directors' Duties During Business Distress
26: Philip Gavin and John Quinn: The Creditor Duty in the European Union: Insights from the Preventive Restructuring Directive
PART E: Conclusion
27: John M. Wood, Sofia Ellina, and John Tribe: Conclusion
