de Facto Director in UK Law
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HM Revenue and Customs v Holland; Re Paycheck Services 3 Ltd
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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.
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Patrick McKillen (Petitioner) v Misland (Cyprus) Investments Ltd (a company registered in Cyprus) and Others
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Secondly, can the paragraphs which I have identified above support a case of de facto directorship against Sir David Barclay? The alleged sporadic involvement in the shape of giving instructions or guidance to the Barclay appointed directors is, in my view, incapable of amounting to his assumption of the role or responsibilities of a director such as to subject him to the full range of statutory and other duties attached to a de jure or de facto director.
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Touton Far East Pte Ltd v Shri Lal Mahal Ltd and Others
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There is ample evidence to show that he is, if not the controlling mind, then the person with primary control over the first defendant company. He has also been referred to as such in various reports in Indian newspapers which I have been shown, and he continued to be shown as a director notwithstanding his purported resignation in a report obtained in July of last year based on corporate documents which were available on the official website of the Ministry of Corporate Affairs in India.
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Secretary of State for Trade and Industry v Deverell and Another
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(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.
In my view such an owner may be a shadow director notwithstanding that he takes no steps to hide the part he plays in the affairs of the company. In my view such an owner may be a shadow director notwithstanding that he takes no steps to hide the part he plays in the affairs of the company.
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Smithton Ltd v Naggar
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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.
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Irish Company for Promoting Manufactures Act 1825
...... so forfeited as aforesaid shall and may be sold by the said Director; for the highest and best Price that can be reasonably gotten for the ... enter into any such Contract or Contracts as aforesaid, shall ipso facto cease to be such Chairman, Deputy Chairman, Director, or Auditor and ......
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Great Grimsby Gas Act 1910
...... person shall be disqualified -for becoming or As to continuing a director of the Company by reason of ? his holding ^^^0rU any office or place of ... to hold the office of director from any other cause he shall ipso facto immediately cease to be a managing director. The remuneration of a ......
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Yorkshire Electric Power Act 1936
...... Act 1845 no person shall be disqualified for being a director of the Company by reason of his holding any office or place of trust or ... to hold the office of director from any other cause he shall ipso facto immediately cease to be a managing director. The remuneration of a ......
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Lowestoft Water and Gas Act 1931
......Notice of candidature of or of opposition to reelection of director. Notwithstanding anything in the Companies Clauses Consolidation Act 1845 ... to hold the office of director from any other cause he shall ipso facto immediately cease to be a managing director. The remuneration of a ......
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Black Holes and Revelations on the Transferred Loss Doctrine
......4. Para 1. The defender remained Managing Director of Mechserv Ltd (which would become Axon Well Intervention Products UK ...19. Para 12. and alternatively that the defender had acted as a de facto director of Axon FZE and consequently owed it a fiduciary duty of care.20. ......
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Corporate Governance and the Capital Market in Ghana: The Stymieing Role of the State
...... explain how the state violates key corporate governance rules on director independence and minority shareholder protection. Section IV will conclude ... as ‘the managing director of the defendant company does not ipso facto make him an agent for and on behalf of the defendant company.’ 72 In ......
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Business integrity v. business efficiency: the corporate opportunity doctrine in China
Purpose: – The purpose of this paper is to assess the application of the nascent corporate opportunity doctrine in China by comparison with its well-established English counterpart; in particular, ......... with English law.Keywords Corporate opportunity doctrine, Director’s duties in ChinaPaper type Research paper1. IntroductionThe corporate ...For instance, it is unclear whether therule applies to de facto directors, shadow directors, supervisors and controllingshareholders. ......
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Introduction
...... 5(2) of the LLP Regulations 2001 provides that references to a director shall include references to an LLP member. . 1.4.6 Contributories . ... . 1.4.10 De facto partners and LLP members . Section 14 of the Partnership Act provides ......
- Director of Corporate Director not a De Facto Director
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Individual refers FCA decision to Tribunal
Charles Llewellen Palmer, CEO of Standard Financial Group Limited and a director and de facto CEO of Financial Limited and Investments Limited, has referred an FCA decision to the Tribunal. FCA con......... Llewellen Palmer, CEO of Standard Financial Group Limited and a director and de facto CEO of Financial Limited and Investments Limited, has ......
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When is a Director Not a Director? The Supreme Court Enters the Fray
...When will a director of a corporate director be a de facto director of a subject company? This was the £13 million question for Mr Holland, a director of Paycheck (Director Services) Ltd which was the ......
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De Facto Directors In The Spotlight
...... As a reminder, a de facto director is a person who is not appointed as a director of a company, but who carries out the work of a director and is considered by the board to be a ......