Directors and Creditors Law and Liability by John M. Wood | 2026

Directors and Creditors Law and Liability by John M. Wood | 2026

This book examines the changing legal challenges involving directors and creditors in both corporate and insolvency settings. Divided into five parts, it provides a detailed yet practical analysis of significant legal developments and their impact on legal practice and policy.

The book begins by outlining the fundamental legal principles governing the relationship between directors and creditors. It then examines the landmark Supreme Court decision in BTI 2014 LLC v Sequana SA and others [2022] UKSC 25. This important decision has significantly influenced the development of corporate and insolvency law, particularly in relation to limited liability, wrongful trading, transactions that may be set aside, directors’ duties, the duty owed to creditors, and the determination of insolvency.

The subsequent sections consider a broader range of contemporary issues that extend beyond the Sequana decision and apply to both solvent and insolvent companies. These include fiduciary duties, personal liability of directors, fraudulent and wrongful trading, corporate sustainability, the vulnerability of creditors, and the increasing role of climate change litigation in corporate law.

The book also adopts an international comparative approach by exploring the influence of Sequana on legal developments in jurisdictions such as the European Union, Australia, the United States, Singapore, Hong Kong, and Canada. By considering both common law and civil law systems, it provides insight into international efforts to strengthen insolvency regimes and promote greater consistency in corporate governance standards.

Through its combination of comprehensive legal analysis and practical perspectives, Directors and Creditors: Law and Liability serves as a valuable resource for legal practitioners, academics, and policymakers seeking to understand the complexities and evolving issues within modern corporate and insolvency law.

Key Features of Directors and Creditors Law and Liability:

• Provides an extensive examination of the Sequana decision and its implications for directors’ duties and the protection of creditors’ interests.

• Examines current legal issues, including climate-related litigation, corporate sustainability, and directors’ liability in both solvent and insolvent companies.

• Adopts an international comparative approach by considering how the Sequana decision has been addressed in the European Union, United States, Australia, and other significant jurisdictions.

• Combines perspectives from academics and legal practitioners to offer a practical and critical analysis of recent developments in corporate and insolvency law.

Table of Content of Directors and Creditors Law and Liability: 

PART A: Introduction
1:Introduction, John M. Wood, Sofia Ellina, and John Tribe

PART B: Sequana: Implications and Challenges
2:Insolvency: What it Means and Why it Matters for Directors' Duties, Sarah Paterson
3:The Unexplored Potential of Section 423 of the Insolvency Act 1986, David Milman
4:The Interests of Creditors, Paula Moffatt
5:Oscillating between Shareholder and Creditor Interests in Limited Liability Companies, Kayode Akintola
6:The Relationship between Shareholder Ratification and Duomatic Principles and the Creditor Interest Duty post Sequana, HHJ Mark Cawson KC and Ian Tucker
7:The Modern Company as a Separate Legal Entity, Susan Watson
8:Shifting and Surrounding Sands: Comparative Views on Director Duties in the Zone of Insolvency, Bruce Alan Markell
9:The Legacy of Sequana, Joseph Curl KC

PART C: Broader Issues Concerning Directors and Creditors
10:What are the Actual Fiduciary Duties for a Director?, Clare Stanley KC
11:A Body to be Kicked: The Liability of a Company Director for a Company's Costs, Stephen Baister
12:Resolving the Stakeholder Indeterminacy Problem in the Communitarian Bankruptcy Debate: A post Sequana Analysis, John Tribe
13:Addressing the Knowledge Gap in Directors' Insolvency Duties and Liabilities, Rebecca Parry, Alex Kastrinou, and Georgette Ellis
14:Director Liability: Behind the Veil and the Scope for Accessory Liability, Andrew Vinson
15:Wrongful Trading: Scope and Challenges, Sofia Ellina
16:Fraudulent Trading: Considerations for Officeholders from an Insolvency Practitioner's Perspective, Andrew Goodson, Stephen Hunt, and Frank Turnbull
17:Creditor Duty and Corporate Sustainability, Rafael Savva
18:Creditors' Redress Against Directors of Insolvent Companies, Anja Lansbergen-Mills and Eleanor Temple KC
19:Conceptual Challenges for Creditors of Companies, Jonathan Hardman
20:Directors' Duties in Climate Change Litigation, John M. Wood
21:Rethinking Directors' Liability: An Integrative 'Deepening Theory' Approach, Neeti Shikha and Emily Reeve

PART D: International Perspectives
22:The International Complexities of Section 423 of the Insolvency Act 1986 in the Sequana Case, Gerard McCormack and Oriana Casasola
23:The Relationship between the Creditors' Duty and Other Duties of Directors, Jason Harris
24:Directors' Duties, the 'Initiation Problem', and SME Restructuring in Australia: The Law and Non-Law Factors at Play, Akshaya Kamalnath and Preeti Nalavadi
25:Steering Through Storms: Directors' Duties During Business Distress, Juanitta Calitz
26:The Creditor Duty in the European Union: Insights from the Preventive Restructuring Directive, Philip Gavin and John Quinn

PART E: Conclusion
27:Conclusion, John M. Wood, Sofia Ellina, and John Tribe

About the Author:

John M. Wood, Lecturer in Company and Insolvency Law, Lancaster University, Sofia Ellina, Lecturer in Law, Lancaster University, and John Tribe, Senior Lecturer in Law, University of Liverpool.

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