Key takeaway

Jurassic Park may not be the obvious starting point for a discussion about section 172 directors’ duties, but John Hammond’s approach to InGen is a useful fictional case study in poor governance. The duty to promote the success of the company is not just about ambition, vision or short-term commercial gain. Directors must consider long-term consequences, employees, business relationships, environmental impact, reputation and fairness between members when making decisions.

What does Jurassic Park have to do with section 172 directors’ duties?

When most people think of Jurassic Park, they think of the three Academy Awards it won at the 66th ceremony in 1994. What they are less likely to think of is Section 172 of the Companies Act 2006. And yet, it turns out that John Hammond makes a rather compelling case study in exactly what a company director should not do.

Viewed through a legal lens, Spielberg's blockbuster is something else entirely, a surprisingly vivid illustration of what happens when corporate governance goes catastrophically wrong. So, with a little creative licence, let's take a walk in the park.

What is the section 172 duty to promote the success of the company?

Section 172 of the Companies Act 2006 requires that a director 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. Straightforward enough but the duty goes considerably further than simply turning a profit.

In discharging this duty, directors must have regard to the likely consequences of any decision in the long term, the interests of employees, the need to foster business relationships with suppliers and customers, the impact on the community and the environment, the desirability of maintaining a reputation for high standards of business conduct, and the need to act fairly as between members of the company.

Crucially, this list is not exhaustive. Directors are expected to consider a range of factors and balance competing interests when making decisions, and whilst the standard is primarily subjective, courts can and do apply an objective lens where there is no actual evidence of a director having genuinely considered the best interests of the company. Good intentions, in other words, are not enough on their own.

InGen and John Hammond: A Governance Case Study

John Hammond, founder and CEO of International Genetic Technologies, Inc (InGen), had an extraordinary vision: to use prehistoric DNA to bring dinosaurs back to life on a private island off the coast of Costa Rica. Bold, certainly. Commercially viable? Less so. And from a governance perspective, well, the board minutes would make for deeply uncomfortable reading.

Hammond's singular focus on launching the park and impressing his investors meant that structured long-term risk management was nowhere to be found. No contingency plans for system failures, no realistic evacuation procedures, and no apparent thought given to what a mass-casualty event might mean for the company's future.

The Companies Act is clear that corporate success should be understood in terms of long-term value not the pursuit of short-term profit at the expense of stability. The famous "spared no expense" motto, repeated with great confidence throughout the film, begins to ring rather hollow once you notice the glaring gaps in compliance, safety planning, and risk management.

Read our article on when directors can face personal liability for related analysis on directors’ duties, misfeasance and the limits of limited liability protection.

Why do employee interests matter under section 172?

Then there is the question of employees. The film's opening scene makes immediately clear that staff are exposed to life-threatening risk and we learn that a worker has already died before the story even begins.

The treatment of Dennis Nedry, the park's key IT contractor, is equally telling. Overworked, underpaid, and consistently ignored, his grievances festered until they resulted in the deliberate sabotage of the entire park's infrastructure. The Section 172 duty exists precisely to ensure that directors do not treat their workforce as an afterthought, poor engagement with key staff is not just a cultural failing, it is a governance one, and one that can threaten the very survival of the business.

What can Jurassic Park teach directors about suppliers, contractors and business relationships?

Hammond did, to his credit, invite a group of stakeholders such as investors, scientists, legal advisers, and contractors to preview the park before opening. On the surface, this looks like due diligence. In practice, their safety was entirely disregarded, and the visit came perilously close to disaster.

As for Nedry, he had sole control over the park's entire IT infrastructure with no oversight, no segregation of duties, and no contractual safeguards in place. The result? One disgruntled contractor, one disabled security system, and one stolen batch of dinosaur embryos destined for a competitor. A vendor management nightmare, to put it mildly and a clear failure to foster the business relationships that Section 172 demands directors protect.

For a more conventional example of director obligations in business distress, read our article on company directors and creditors.

What about environmental impact and reputational risk?

The environmental picture is no brighter. Resurrecting extinct species and releasing them into functioning ecosystems is most would agree, a rather significant environmental consideration. As Dr Ian Malcolm so memorably puts it in the film, the company was so consumed by whether it could create dinosaurs that it never stopped to think whether it should. Directors have a statutory obligation to consider the environmental impact of their company's operations and to put appropriate risk mitigation strategies in place. Reputational risk is not a secondary concern, it sits at the heart of the Section 172 framework.

When the park fails, the reputational fallout is swift and total deaths, regulatory scrutiny, and ethical outrage on a grand scale. A board that embeds proper governance procedures and policies into its decision-making is far better placed to maintain the trust of its shareholders and stakeholders. Throughout all of this, Hammond remained focused on his own vision and the demands of his early investors, with the broader membership of the company a distant afterthought. The duty under Section 172 is owed to the company as a whole, not simply to its loudest or most powerful shareholders.

We considered related fiduciary duty principles in our article on the Supreme Court’s strict profit rule decision, including why the duty of loyalty remains central to fiduciary relationships.

Would John Hammond have breached section 172?

In fairness to Hammond, there are glimpses of an attempt to do things properly, expert scientists were brought in, some investment was made in containment, and there was even a contingency plan of sorts in the form of the lysine contingency. But the weight of evidence tells a different story.

Following the Court of Appeal's ruling in Saxon Woods Investments Limited v Francesco Costa [2025], it is now firmly established that whether a director has acted in good faith will be assessed both subjectively and objectively. A director who deliberately conceals known risks from the board or from members will almost always be found to have acted inconsistently with their Section 172 duty.

Hammond's concealment of known risks, his unquestioning reliance on a single unsupervised contractor, and his complete absence of realistic emergency planning would leave him with very little to stand on. And even genuine belief in one's own good intentions will not be sufficient, where a court finds that a decision was unjustified, a breach of duty is the likely conclusion.

Passion for a project, however sincere, is not a defence.

Five Practical Takeaways for Directors and Their Insurers

The lessons from InGen are, thankfully, ones that can be applied without anyone getting eaten.

First, document everything, board minutes and records are your primary evidence of good faith decision-making if a decision is ever challenged, so make them count.

Second, embed stakeholder impact into governance processes from the outset, because decisions that ignore systemic risks or sideline the interests of employees, suppliers, and the wider community are precisely the kind that attract shareholder claims and regulatory attention.

Third, never allow critical functions to rest on a single person or supplier without proper oversight and segregation of duties, the Nedry situation is a cautionary tale no director should need to learn twice.

Fourth, resist the pressure for short-term wins at the expense of long-term stability, because courts are not sympathetic to decisions that prioritise immediate returns over the sustainable health of the business.

And fifth, review Section 172 compliance regularly, not as a box-ticking exercise, but as a genuine opportunity to identify risks early and build a clear evidential record of how the duty is being discharged.

The events of Jurassic Park are, thankfully, fictional. The legal obligations on company directors are very much not. If you would like to discuss how Section 172 applies to your business, please do not hesitate to get in touch with the team at Barnes Law.

Barnes Law’s Commercial Litigation and Dispute Resolution team advises clients on directors’ duties, fiduciary obligations, corporate governance disputes, shareholder claims, breach of duty allegations and commercial litigation strategy. For more information, please contact our Commercial Litigation and Dispute Resolution team to discuss how we can support you.

Written by Barnes Law Managing Partner Yulia Barnes.