In Conversation with Prof. Eilis Ferran

Dr. Tom Gosling interviews Eilis Ferran, Professor of Companies and Securities Law at the University of Cambridge, to discuss her paper Reconciling Shareholder Primacy and the Interests of People and Planet, co-authored with Pedro Schilling de Carvalho, Assistant Professor in Financial and Environmental Law at University College London.

The key discussion points are:

• Reforming Section 172 of the UK Companies Act is unlikely to achieve meaningful change without addressing deeper governance issues.
• The landmark insolvency case BTI v Sequana demonstrates how deeply shareholder primacy is embedded in UK company law, highlighting the scale of change needed to prioritize broader stakeholder interests.
• A shift in directors’ duties during insolvency — from shareholders to creditors — has major governance implications, including the loss of shareholder “cleansing” powers.
• Sustainable corporate reform must go beyond legislative tweaks and tackle shareholder roles, stewardship expectations, and governance structures.
• Regulation can play a complementary role by:
  • - Raising sustainability literacy at board level
  • - Enhancing enforcement potential (public and private)
  • - Providing frameworks for risk-based decision-making
• Regulation offers a dynamic, evolving path to influence company behavior more effectively than static changes to law.
• While no single approach offers a full solution, combining regulatory incentives, enforcement, and awareness-building can contribute to meaningful progress.
   

We hope you enjoy the conversation. For more interviews in this series, visit this page.