The book provides an analytical exposition of the law concerning directors' liability for the losses sustained by their companies' creditors, when the directors' companies are in financial distress or become insolvent. It is a detailed one-stop resource for obtaining a good understanding of the law which has developed from legislation and case law. In particular, there is a detailed consideration of what needs to be proved, what defences there are, and what might be the issues of concern for all parties. A doctrinal method is adopted and there is extensive analysis of the relevant legislation and case law. Rather than merely referring to cases to support propositions the discussion considers many of the cases in context and in depth and their relevance to the aim of the book. The book also endeavours to provide views, in a practical way, on aspects of the law and it identifies problems and how they may be addressed. Of interest to legal practitioners and insolvency practitioners alike, the book will in addition be useful to directors, government officials and academics.

The book provides an analytical exposition of the law concerning directors’ liability for the losses sustained by their companies’ creditors, when the directors’ companies are in financial distress or become insolvent. It is a detailed one-stop resource for obtaining a good understanding of the law which has developed from legislation and case law. In particular, there is a detailed consideration of what needs to be proved, what defences there are, and what might be the issues of concern for all parties. A doctrinal method is adopted and there is extensive analysis of the relevant legislation and case law. Rather than merely referring to cases to support propositions, the discussion considers many of the cases in context and in depth and their relevance to the aim of the book. The book also endeavours to provide views, in a practical way, on aspects of the law and it identifies problems and how they may be addressed. Of interest to legal practitioners and insolvency practitioners alike, in addition the book will be useful to directors, government officials and academics.

Within corporate governance the accountability of the board of directors is identified as a major issue by governments, international bodies, professional associations and academic literature. Boards are given significant power in companies, and as a consequence it is argued that they should be accountable for their actions. Drawing on political science, public administration, accounting, and ethics literature, this book examines the concept of accountability and its meaning in the corporate governance context. It examines the rationale for making boards accountable, and outlines the obstacles and drawbacks involved in providing for accountability. The book goes on to examine how current mechanisms for ensuring accountability are assessed in terms of fairness, justice, transparency, practicality, effectiveness and efficiency, before discussing the ways that accountability might be improved. Andrew Keay argues that enhanced accountability can provide better corporate governance, helping to reduce the frequency and severity of financial crises, and improve confidence in company practice. As an in depth study of a key element within the exercise of authority and management in corporate entities, this book will be of great use and interest to researchers and students of corporate governance, business and management, and corporate social responsibility.

Within corporate governance the accountability of the board of directors is identified as a major issue by governments, international bodies, professional associations and academic literature. Boards are given significant power in companies, and as a consequence it is argued that they should be accountable for their actions. Drawing on political science, public administration, accounting, and ethics literature, this book examines the concept of accountability and its meaning in the corporate governance context. It examines the rationale for making boards accountable, and outlines the obstacles and drawbacks involved in providing for accountability. The book goes on to examine how current mechanisms for ensuring accountability are assessed in terms of fairness, justice, transparency, practicality, effectiveness and efficiency, before discussing the ways that accountability might be improved. Andrew Keay argues that enhanced accountability can provide better corporate governance, helping to reduce the frequency and severity of financial crises, and improve confidence in company practice. As an in depth study of a key element within the exercise of authority and management in corporate entities, this book will be of great use and interest to researchers and students of corporate governance, business and management, and corporate social responsibility.

The enlightened shareholder value principle (ESV) was formulated during the comprehensive review of UK company law by the Company Law Steering Group in the late 1990s and early 2000's and requires directors of companies to act in the collective best interests of shareholders. The principle was taken up by the then UK Government and is now embedded in the Companies Act 2006. The emergence of the principle constitutes an important development in corporate governance, particularly in determining what directors must consider when managing the affairs of their companies. This book explains and analyzes the nature of ESV and its contribution to corporate governance whilst also examining where it fits into the existing theoretical landscape. Andrew Keay traces the development of the principle of ESV and considers it in the context of the existing principles which have historically influenced corporate governance. In doing so, the book draws on several empirical studies thereby enabling us to gauge how the ESV principle is addressed in commercial practice. Keay goes on to compare ESV with the constituency statutes that apply in the US in order to determine whether anything can be learnt from the American experience. The book also assesses the reaction of other jurisdictions to the advent of ESV and considers what impact ESV will have on financial institutions and non-financial institutions in the aftermath of the global financial crisis.

The enlightened shareholder value principle (ESV) was formulated during the comprehensive review of UK company law by the Company Law Steering Group in the late 1990s and early 2000's and requires directors of companies to act in the collective best interests of shareholders. The principle was taken up by the then UK Government and is now embedded in the Companies Act 2006. The emergence of the principle constitutes an important development in corporate governance, particularly in determining what directors must consider when managing the affairs of their companies. This book explains and analyzes the nature of ESV and its contribution to corporate governance whilst also examining where it fits into the existing theoretical landscape. Andrew Keay traces the development of the principle of ESV and considers it in the context of the existing principles which have historically influenced corporate governance. In doing so, the book draws on several empirical studies thereby enabling us to gauge how the ESV principle is addressed in commercial practice. Keay goes on to compare ESV with the constituency statutes that apply in the US in order to determine whether anything can be learnt from the American experience. The book also assesses the reaction of other jurisdictions to the advent of ESV and considers what impact ESV will have on financial institutions and non-financial institutions in the aftermath of the global financial crisis.

This timely work is the first to comprehensively examine directors' responsibilities to creditors in times of financial strife, as well as addressing when these responsibilities arise, and what directors should have to do to ensure that they comply with their obligations. Keay explores the relevant issues from doctrinal, normative and comparative perspectives and addresses the question as to when directors are liable for wrongful trading, fraudulent trading or breach of their duties to creditors and whether directors should be held responsible for the before mentioned. Besides the relevant UK legislation and case law, legislation and case law from Australia, Canada, Ireland and the United States are examined and compared and reforms which take into account the aims and rationale of the relevant legislation as well as creditors' interests are proposed and assessed. Importantly, new approaches for courts which would make the nature of the responsibility and its timing more precise are suggested. Company directors have certain responsibilities to creditors of their companies. In particular, they should avoid fraudulent and wrongful trading and consider, as part of their duties, the interests of creditors when their companies might be, or are, in financial difficulty. The work is precipitated by the lack of coherence in the consideration of wrongful trading and the recent delivery of important cases on fraudulent trading. Also, this timely work is the first to comprehensively examine directors' responsibilities to creditors in times of financial strife, as well as addressing when these responsibilities arise, and what directors should have to do to ensure that they comply with their obligations. Keay explores the relevant issues from doctrinal, normative and comparative perspectives and seeks to address the question as to when directors are liable for wrongful trading, fraudulent trading or breach of their duties to creditors and whether directors should be held responsible for wrongful trading and failing to consider the interests of creditors. Besides the relevant UK legislation and case law, legislation and case law from Australia, Canada, Ireland and the United States are examined and compared, and reforms which take into account the aims and rationale of the relevant legislation as well as creditors' interests are proposed and assessed. Importantly, new approaches for courts which would make the nature of the responsibility and its timing more precise are suggested.

This timely work is the first to comprehensively examine directors' responsibilities to creditors in times of financial strife, as well as addressing when these responsibilities arise, and what directors should have to do to ensure that they comply with their obligations. Keay explores the relevant issues from doctrinal, normative and comparative perspectives and addresses the question as to when directors are liable for wrongful trading, fraudulent trading or breach of their duties to creditors and whether directors should be held responsible for the before mentioned. Besides the relevant UK legislation and case law, legislation and case law from Australia, Canada, Ireland and the United States are examined and compared and reforms which take into account the aims and rationale of the relevant legislation as well as creditors' interests are proposed and assessed. Importantly, new approaches for courts which would make the nature of the responsibility and its timing more precise are suggested. Company directors have certain responsibilities to creditors of their companies. In particular, they should avoid fraudulent and wrongful trading and consider, as part of their duties, the interests of creditors when their companies might be, or are, in financial difficulty. The work is precipitated by the lack of coherence in the consideration of wrongful trading and the recent delivery of important cases on fraudulent trading. Also, this timely work is the first to comprehensively examine directors' responsibilities to creditors in times of financial strife, as well as addressing when these responsibilities arise, and what directors should have to do to ensure that they comply with their obligations. Keay explores the relevant issues from doctrinal, normative and comparative perspectives and seeks to address the question as to when directors are liable for wrongful trading, fraudulent trading or breach of their duties to creditors and whether directors should be held responsible for wrongful trading and failing to consider the interests of creditors. Besides the relevant UK legislation and case law, legislation and case law from Australia, Canada, Ireland and the United States are examined and compared, and reforms which take into account the aims and rationale of the relevant legislation as well as creditors' interests are proposed and assessed. Importantly, new approaches for courts which would make the nature of the responsibility and its timing more precise are suggested.