H1: Section 172.
Sub: Promote the success of the company, having regard to six factors.

Eyebrow: `ETHICS ROOM · NOTE 02 OF 06`
H1: Section 172 · Promote Success of the Company.

Statute card, monospaced.
A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

Six rows, lettered (a) to (f):
(a) the long-term consequences of decisions.
(b) the interests of employees.
(c) relationships with suppliers, customers, and others.
(d) the impact on the community and the environment.
(e) the desirability of maintaining a reputation for high standards of business conduct.
(f) the need to act fairly between members.
Pull-out: One verb governs all six. Have regard.

Date plate: 1942.
Caption: Re Smith & Fawcett · Lord Greene MR.
Pulled fragment: "In what they consider, not what a court may consider."

Eyebrow: `ENLIGHTENED SHAREHOLDER VALUE`
Members-primacy as the object.
Six stakeholder factors to which directors must have regard.

Three rows:
1. Subjective test (Regentcrest v Cohen, 2001).
2. Judgment, not outcome.
3. The verb is weak. Have regard. Not weigh, balance, or prioritise.

Regard is the verb of compliance, not conscience.
The statute sets a floor low enough that a paragraph clears it.
The moral duty sits higher than the legal duty.

H1: Carillion plc.
Sub: Compulsory liquidation · 15 January 2018.

Eyebrow: `EVERY S.172 FACTOR NAMED`
Five rows, drawn from Carillion strategic reports:
Employees: described.
Suppliers: described.
Communities: described.
Pension scheme: described.
Ethics: described.

Eyebrow: `2009 TO 2017`
Five rows of stat:
£554m dividends.
£317m → ~£990m pension deficit.
120-day supplier terms · PPC signatory throughout · suspended January 2018, days before liquidation.
30,000 unpaid suppliers.
19,000 employees exposed.

Pulled quote, large: "Treated with contempt."
Citation: Rachel Reeves MP, BEIS Committee Chair, on Carillion's pension obligations.

Hero card.
The law says: have regard to.
Morality says: bear the weight of.
Regard that does not shape a decision is a word on a page.

Date plate: 2022.
H2: BTI v Sequana SA · UKSC 25.
Body: As insolvency becomes probable, the duty under s.172 shifts. Creditors become the dominant interest.
Caption: Carillion was in that zone for years.

Date plate: 2023.
H2: ClientEarth v Shell · EWHC 1137 / 1897.
Body: Permission to proceed refused at both first-instance levels.
Pulled fragment: "S.172 confers wide discretion. Absent bad faith, courts will not substitute their judgment."

Hero card.
Section 172 is the most-quoted and least-enforced provision in UK company law.

Pull last year's s.172 statement.
Name a single decision where the statement's claimed regard for a named stakeholder actually changed the outcome.
Silence is disclosure. An example is governance.

Curated by Matthew Doyle · mæd partners.

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Educational material · not legal, regulatory, or investment advice · see `00 - Disclaimers.md` for the full notice · © 2026 mæd partners limited.