Corporate Governance in UK Law

Leading Cases
  • HM Revenue and Customs v Holland; Re Paycheck Services 3 Ltd
    • Supreme Court
    • 24 Noviembre 2010

    A number of tests have been suggested of which the following are the most relevant. First, whether the person was the sole person directing the affairs of the company (or acting with others equally lacking in a valid appointment), or if there were others who were true directors, whether he was acting on an equal footing with the others in directing its affairs: Re Richborough Furniture Ltd.

    In Fayers Legal Services Ltd v Day, ( unreported) 11 April 2001, a case relating to breach of fiduciary duty, Patten J, rejecting a claim that the defendant was a de facto director of the company and had been in breach of fiduciary duty, said that in order to make him liable for misfeasance as a de facto director the person must be part of the corporate governing structure, and the claimants had to prove that he assumed a role in the company sufficient to impose on him a fiduciary duty to the company and to make him responsible for the misuse of its assets.

    It does not follow from the fact that he was taking all the relevant decisions that he was part of the corporate governance of the composite companies or that he assumed fiduciary duties in respect of them. If he was a de facto director of the composite companies simply because he was the guiding mind behind their sole corporate director, then that would be so in the case of every company with a sole corporate director.

  • Secretary of State for Trade and Industry v Deverell and Another
    • Court of Appeal (Civil Division)
    • 21 Diciembre 1999

    (2) The purpose of the legislation is to identify those, other than professional advisers, with real influence in the corporate affairs of the company. (2) The purpose of the legislation is to identify those, other than professional advisers, with real influence in the corporate affairs of the company.

  • Smithton Ltd v Naggar
    • Court of Appeal (Civil Division)
    • 31 Julio 2014

    Lord Collins sensibly held that there was no one definitive test for a de facto director. The question is whether he was part of the corporate governance system of the company and whether he assumed the status and function of a director so as to make himself responsible as if he were a director. However, a number of points arise out of Holland and the previous cases which are of general practical importance in determining who is a de facto director.

    The court will in general also have to determine the corporate governance structure of the company so as to decide in relation to the company's business whether the defendant's acts were directorial in nature.

  • Base Metal Trading Ltd v Shamurin
    • Court of Appeal (Civil Division)
    • 14 Octubre 2004

    In my judgment, the law of the place of incorporation applies to the duties inherent in the office of director and it is irrelevant that the alleged breach of duty was committed, or the loss incurred, in some other jurisdiction.

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Books & Journal Articles
  • Corporate governance in Germany
    • No. 15-1, February 2007
    • Journal of Financial Regulation and Compliance
    • 30-41
    Purpose: The purpose of this paper is to provide an outline of German corporate governance. Design/methodology/approach: The history of the German Corporate Governance Code is highlighted. Then a ...
  • The corporate governance of banks
    • No. 14-4, October 2006
    • Journal of Financial Regulation and Compliance
    • 375-382
    Purpose: To consider the implications of the banks fiduciary duty to their depositors (as well as the shareholders) and the government's fiscal duty to taxpayers (in the presence of deposit insuran...
  • Corporate governance in Colombian universities
    • No. 85-3, September 2019
    • International Review of Administrative Sciences
    In a context of greater demands in terms of accountability and transparency in management, we analyse the extent to which Corporate Governance (CG) mechanisms have been adopted and we define the mo...
  • Corporate governance and fraudulent financial reporting
    • No. 29-3, May 2022
    • Journal of Financial Crime
    • 1009-1026
    Purpose: This study aims to trace the impact of corporate governance and its mechanisms in preventing companies from turning to fraudulent financial reporting. Design/methodology/approach: For thi...
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Law Firm Commentaries
  • Corporate governance inquiry
    • JD Supra United Kingdom
    The Business, Innovation and Skills (BIS) Committee has launched an inquiry into corporate governance, focusing on executive pay, directors' duties, and the composition of boardrooms, including wor...
  • Revised UK Corporate Governance Coming
    • LexBlog United Kingdom
    The UK will be getting a revised Corporate Governance Code, most likely effective January 2019. The House of Commons Library has published a briefing paper on Corporate Governance Reform. The brief...
  • Corporate Governance Changes Ahead?
    • LexBlog United Kingdom
    If the Business, Energy and Industrial Strategy Committee’s recent report on its inquiry into corporate governance is anything to go by, we may be seeing significant changes ahead. Whilst the repor...
  • Corporate Governance - Key Developments
    • JD Supra United Kingdom
    This briefing is the fourth in our series of briefings on corporate governance and is designed to provide a synopsis of topical corporate governance matters impacting companies in the United Kingdo...
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Forms
  • Apply to wind up a company that owes you money
    • HM Courts & Tribunals Service court and tribunal forms
    Forms relating to bankruptcy and insolvency, including the application for a certificate to show your bankruptcy has ended.
    ...... . . [(l) Pursuant to Schedule 10 to the Corporate Insolvency and Governance Act 2020 the company is insolvent and unable to ......
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