Abstract:
This is one of the most contested questions in modern company law. In the UK it is usually answered by saying that companies must be run for the benefit of shareholders, but the recent decision of the UK Supreme Court – in BTI 2014 LLC v Sequana SA [2022] 3 WLR 709 – provides a new lens on the question. This article explores these issues in the context of a company being financially distressed and thus potentially trading not at the expense of shareholders but creditors. It explains the law and shows that creditors provide a rare example of a case where in the end shareholders’ interests may be displaced by those of another group, concluding with a short discussion of some possible implications for duties to other stakeholders.