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CTI-SLS Research Seminar: The Impact of Enlightened Shareholder Value

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Date: Wednesday 28 March 2018
Venue: Moot court, TD120 Hawthorn Campus

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The Centre for Transformative Innovation and Swinburne Law School invite you to a research seminar from Professor Andrew Keays.

The introduction of enlightened shareholder value (ESV) in UK’s Companies Act 2006 was arguably the most controversial and challenging element in the whole of that enormous piece of legislation. ESV consisted of imposing, in s.172(1), a duty on directors to promote the success of the company for the benefit of the members while having regard to certain stakeholder factors, and requiring the drafting of a report (now known as the Strategic Report) that set out how the directors had exercised their duty.

When s.172 was enacted, it was not clear whether it was introducing a totally new duty or whether it was merely codifying the duty to act bona fide in the best interests of the company.

The idea of ESV was examined with interest not only in the UK but in many jurisdictions around the world, including Australia with the Federal Parliament’s Joint Parliamentary Committee on Corporations and Financial Services considering it carefully in its report, Corporate Responsibility, Managing Risk and Creating Value. Now, as the tenth anniversary of the implementation of ESV has just passed, it is an opportune time to reflect on how ESV has been interpreted and what impact it has had. Section 172 was seen by many as a ground-breaking provision.

Has it lived up to that billing? This seminar aims to analyse and then evaluate the impact of the section. After consideration of the nature of s.172, dealing with past empirical studies that have addressed ESV and providing an examination of the responses to the UK government’s Green Paper 2016 on Corporate Governance, the primary part of the paper presents an empirical study that involves an analysis of the statements and reports of a sector of FTSE 100 companies.


About the speaker

Andrew Keay is Professor of Corporate and Commercial Law in the School of Law’s Centre for Business Law and Practice at the University of Leeds, specialising in corporate governance, company law and insolvency law as well as a barrister practising in the Chancery field at Kings Chambers and 9 Stone Buildings, Lincoln’s Inn. He is also Professorial Research Fellow at the Deakin Law School, Deakin University, Australia. 

Previously, Andrew was at various times a partner in an Australian law firm working in the commercial law field, a Deputy Registrar of the Australian Federal Court and a Deputy Registrar in Bankruptcy, and an academic teaching at several Australian universities. Andrew has published a number of books including: McPherson and Keay’s Law of Company Liquidation (4th ed, Sweet and Maxwell, 2018); Directors’ Duties (3rd ed, Lexis, 2016); Board Accountability and Corporate Governance (Routledge, 2015); The Enlightened Shareholder Value Principle and Corporate Governance (Routledge, 2013); The Corporate Objective, (Edward Elgar, 2011).

He has written many articles in journals in several countries, such as the Modern Law Review; the Law Quarterly Review; Cambridge Law Review; Journal of Corporate Law Studies; International and Comparative Law Quarterly; Journal of Business Law; the Melbourne University Law Review and the Sydney Law Review; a significant number of which have been cited by superior courts in various countries including the UK Supreme Court; the Privy Council; the High Court of Australia and the Supreme Court of New Zealand.

Andrew is the Commonwealth editor of Gore-Browne on Companies and a contributor to several practitioner works.


A light lunch will be provided




Contact Information: Jungho Kim and Kelli Larson