Corporate Governance and the Changing Dynamics of Shareholder Primacy: A Comparative Study of the UK and Bangladesh

This article re-examines the doctrinal status of shareholder primacy within the architecture of UK company law, with particular focus on the role of “enlightened shareholder value” (ESV) under the Companies Act 2006. While section 172 is frequently presented as a normative shift towards stakeholder-inclusive governance, this study challenges that narrative by arguing that ESV does not displace shareholder primacy but rather reconstitutes it in a moderated and strategically legitimizing form. Adopting a doctrinal and analytical methodology, the article traces the historical evolution of corporate purpose, analyses the theoretical foundations of shareholder value, and interrogates judicial interpretations of directors’ duties. It demonstrates that stakeholder considerations under section 172 are structurally subordinated, largely non-enforceable, and dependent on managerial discretion. A comparative examination of Bangladeshi company law reinforces this argument by illustrating how shareholder primacy persists in a more explicit and structurally direct form within a developing corporate governance framework. Ultimately, the article contends that contemporary governance reforms in both jurisdictions reflect the adaptive resilience of shareholder primacy rather than its displacement, thereby raising broader questions concerning accountability, stakeholder participation, and the future trajectory of corporate governance reform.