Director duties in the twilight zone of insolvency

IoD Jersey Governance and Policy Lead Stephen Alexander to lead masterclass examining the ‘twilight zone’ of insolvency, post-Sequana legal realities, and implications for Jersey boards.

The Institute of Directors (IoD) Jersey will host an executive governance webinar on Monday, 12 October 2026, addressing one of the most critical legal challenges facing company boards: navigating directors’ duties and personal liability when a business faces financial distress.

Titled ‘Director Duties in the Twilight Zone of Insolvency’, the session will be presented by Stephen Alexander, IoD Jersey’s Governance and Policy Lead and Litigation Partner at Mourant.

When a company encounters insolvency or near-insolvency, the margin between commercial risk-taking and a breach of fiduciary duty narrows significantly. The webinar will provide practical, legally grounded guidance on how directors’ statutory and customary obligations shift as solvency deteriorates, unpacking the implications of the landmark UK Supreme Court judgment in BTI 2014 LLC v Sequana SA, a decision of highly persuasive authority which the Jersey courts would be expected to follow.

Stephen Alexander, Governance and Policy Lead at IoD Jersey and Litigation Partner at Mourant, added:

“The transition into the ‘twilight zone’ of insolvency does not create an entirely separate set of rules, but it does reframe how a board must exercise its duty to the company, requiring directors to weigh the interests of creditors as the company’s financial position deteriorates. Understanding the interaction between Article 74 of the Companies (Jersey) Law 1991 and our customary law is vital.

“We will move beyond the theoretical debate to provide directors and advisers with pragmatic steps they can take in real-world distress scenarios.”

Key Discussion Areas:

• The Statutory & Customary Framework: Unpacking duties under Article 74 of the Companies (Jersey) Law 1991, customary law fiduciary principles, and the relevant Jersey insolvency regimes, désastre and creditors’ winding up, together with the wrongful and fraudulent trading provisions of the 1991 Law.
• The “Creditor Duty” Trigger: How the directors’ duty to the company is modified so that creditors’ interests must be considered, and given increasing weight, once the company is insolvent or bordering on insolvency, or an insolvent liquidation or administration becomes probable.
• Post-Sequana Realities: Insights clarified by the landmark Sequana ruling, ongoing legal grey areas, and the practical takeaways for executive decision-making.
• The Jersey Context: Interaction between international common law jurisprudence and Jersey’s unique statutory and customary jurisprudence.
• Managing Personal Liability: Best practices for directors to continue exercising commercial judgment while protecting both creditors and their own personal standing.

Who Should Attend:

The session is tailored for executive and non-executive directors, company secretaries, in-house legal counsel, and risk and governance professionals across Jersey’s commercial and financial services sectors.