Directors' Duties After Sequana: A New Oxford University Press Guide to the Law of Liability
Every insolvency practitioner, corporate lawyer, and company law academic needs to understand Sequana. The Supreme Court's 2022 decision answered some of the most contested questions about when and how directors must shift their focus from shareholders to creditors — but it also generated new uncertainties that are still playing out in courts and boardrooms.
Directors and Creditors: Law and Liability (Oxford University Press, March 2026), edited by John M. Wood, Sofia Ellina, and John Tribe, is the first major multi-authored academic and practitioner volume to provide a systematic response to Sequana and its aftermath.
Five Parts, 27 Contributors
The book's architecture is deliberate. Part A provides the foundational principles of the director–creditor relationship. Part B dissects Sequana itself — its reasoning, its holdings, and its immediate implications for wrongful trading, transactional avoidance, and the creditor duty. Part C broadens the analysis to contemporary issues relevant to both solvent and insolvent companies: fiduciary duties, climate change litigation, corporate sustainability, and creditor vulnerability. Part D takes the analysis international, with chapters examining how Australia, the US, Singapore, Hong Kong, the EU, and Canada are responding to the same challenges. Part E synthesises the whole.
Contributors include Sarah Paterson, David Milman, Clare Stanley KC, HHJ Mark Cawson KC, Joseph Curl KC, Jason Harris, and Gerard McCormack — a roster that spans the practising bar, the judiciary, and leading law schools on multiple continents.
Why This Matters for Law Libraries
Any law library serving corporate restructuring practices, insolvency departments, or company law academics needs this title. Sequana's implications are not confined to English insolvency proceedings — they affect corporate governance advice, board conduct guidance, transaction structuring, and cross-border insolvency coordination. This volume provides the map.
Q&A
What are the practical implications of Sequana for company directors?
Directors of companies facing financial difficulty must now more actively monitor their duties toward creditors. The decision clarifies that once insolvency is probable, creditor interests must be given significant weight — which affects decisions on dividends, transactions, and continued trading. This book provides detailed practical guidance.
How does the creditor duty interact with directors' duties to shareholders?
In solvent companies, directors owe duties primarily to shareholders. As insolvency approaches, the creditor duty arises and may come into tension with shareholders' preferences. Chapters in this book analyse how courts expect directors to navigate this tension.
What is transactional avoidance and when can creditors rely on it?
Transactional avoidance allows liquidators to set aside transactions entered into at an undervalue or that constitute preferences in the period before insolvency. Sequana itself involved a section 423 claim, and several chapters in this book examine the scope and limitations of avoidance actions.
Is this book useful for practitioners outside the UK?
Yes. Part D is specifically designed for international readers, with chapters on how equivalent duties operate in the EU, Australia, the US, Singapore, Hong Kong, and Canada — making it a valuable comparative resource.
What is the creditor duty threshold after Sequana?
The majority in Sequana held that the creditor duty is not triggered merely by a real risk of insolvency — it requires that insolvency is probable or, in some cases, inevitable. The precise threshold remains a subject of legal debate, analysed in depth in Part B of this volume.