25 March, 2026

By Eilís Ferran and Pedro Shilling de Carvalho

 

The starting premise of this article is that general company law duties of directors and sustainability-related regulatory requirements can play a complementary role in accelerating the closer convergence between corporate actions and the interests of people and planet. The article considers how regulatory initiatives that work within the existing pro-shareholder company law framework can contribute to achieving this objective, especially given cases such as the UK Supreme Court’s decision in BTI v Sequana and its strong reaffirmation of shareholder primacy in the law of directors’ duties.

 

The article considers how regulatory requirements interact with directors’ duties to define the perimeters of lawful corporate activity and discusses the role of regulation as a driver for learning and increased accountability, including via the implementation of more sophisticated risk-management approaches. It also reflects on how private and public enforcement can contribute to increasing such complementarity between regulatory requirements and company law.

 

 

This post is republished by the Ibero-American Institute for Law and Finance with the authors’ permission.

The full version of the working paper, first published on SSRN on 7 January 2025, can be found here.

About Pedro Schilling de Carvalho
Pedro Schilling de Carvalho
Pedro Schilling de Carvalho

Dr Pedro Schilling de Carvalho is an Assistant Professor in Financial Law at the UCL Faculty of Laws. He holds degrees from the University of Cambridge (PhD, LLM) and from the University of São Paulo (LLB) and was a Visiting Scholar at Harvard Law School and at the Max Planck Institute for Comparative and International Private Law in Hamburg. Pedro has broad research interests in financial regulation, corporate finance, international economic law, and international development. He has experience providing legal and policy advice to organisations such as the Green Climate Fund, the UK’s Foreign, Commonwealth & Development Office, and the Bill & Melinda Gates Foundation. He also works on operations and advisory projects at the Legal Vice Presidency of The World Bank Group, where he contributed to flagship products such as the Business Ready (B-READY) Report (successor to the Doing Business series) and Country Climate and Development Reports. Since 2025, he is also one of the External Advisory Experts for the Business Ready Report. Prior to joining UCL, Pedro has taught and worked at the University of Cambridge, London School of Economics, University of Edinburgh, and University of São Paulo.