Nominee Director in UK Law

Leading Cases
  • Boulting v Association of Cinematograph, Television and Allied Technicians
    • Court of Appeal
    • 04 Febrero 1963

    Nothing wrong, that is, so long as the director is left free to exercise his best judgment in the interests of the company which he serves.

  • Hawkes v Cuddy and Others (Nos 1 & 2)
    • Chancery Division
    • 13 Diciembre 2007

    In brief it is Mr Hawkes' case that he was not advised by Mr Newman that the solution to the section 216 problem which he and Mr Cuddy devised, of appointing Mrs Cuddy to the board of Neath, albeit as Mr Cuddy's proxy, was not capable of shielding Mr Cuddy from a contravention of the Act if, through his wife, Mr Cuddy was concerned in any way in the management of Neath.

    Mr Davies submitted in the course of argument on the summary judgment application that the cross-petition cannot survive a finding or declaration by this court that Mr Cuddy has contravened section 216 either (1) by being a de facto director of Neath or (2) by being concerned in or taking part in the management of Neath by virtue of his activities as nominee director of the Ospreys. Either conclusion undermines the quasi-partnership, which is the foundation of the claim in the cross-petition.

    I have found that to a limited extent the cross-petition is well founded. I have also found that some of the allegations in the petition are well founded. But although I have found that some of the allegations of unfair prejudice alleged in the petition have been established, they are the less serious ones. Those which pertain to the internal affairs of the Ospreys are not conduct of the affairs of Neath.

  • Central Bank of Ecuador and Others v Conticorp SA and Others (Bahamas)
    • Privy Council
    • 23 Marzo 2015

    The Board has the following observations on the judgments below. In relation to Mr Taylor, the judge and Court of Appeal took different views. So far as appears, Mr Taylor did nothing presently material except comply with instructions (see paras 31 and 38 above), and the judge found that he lacked any information or resources to be able to do anything more (para 38 above).

  • Stone and Rolls Ltd ((in Liquidation)) v Moore Stephens (A Firm)
    • House of Lords
    • 30 Julio 2009

    In this context I would treat the expression as covering cases where there is one single dominant director and shareholder (such as Mr Tan in Royal Brunei, Mr Golechha in Berg, or Mr Stojevic in the present case) even if there are other directors or shareholders who are subservient to the dominant personality (such as Mr Tan's wife in Royal Brunei, the inactive solicitor-director in Berg, or S & R's nominee directors).

  • MCA Records Inc. and Another v Charly Records Ltd and Others
    • Court of Appeal (Civil Division)
    • 29 Noviembre 2001

    Second, there is no reason why a person who happens to be a director or controlling shareholder of a company should not be liable with the company as a joint tortfeasor if he is not exercising control through the constitutional organs of the company and the circumstances are such that he would be so liable if he were not a director or controlling shareholder.

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Legislation
  • The Insolvency (England and Wales) Rules 2016
    • UK Non-devolved
    • 1 de Enero de 2016
    ... ... receivership or being wound up by the court;[Note: “nominee” is defined in section 1(2) in relation to company voluntary ... not apply to a notice under rule 22.4(3) (Permission to act as a director: first excepted case) ... (1) A notice relating to a registered company ... ...
  • The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017
    • UK Non-devolved
    • 1 de Enero de 2017
    ... ... Schedule 5—(a) in relation to a body corporate, means—(i) a director, secretary, chief executive, member of the committee of management, or a ... trustee of an express trust or similar legal arrangement; or(ii) a nominee shareholder for a person other than a company whose securities are listed ... ...
  • Insolvency Act 2000
    • UK Non-devolved
    • 1 de Enero de 2000
    ... ... relation to the company is proposed or approved under Part I, as nominee or supervisor,(b) for subsection (2) (c) there is substituted—(c) where ... a period specified in the order— (a) he shall not be a director of a company, act as receiver of a company’s property or in any way, ... ...
  • Insolvency Act 1986
    • UK Non-devolved
    • 1 de Enero de 1986
    ... ... (4) If the directors fail to comply with subsection (1) , any director who did not have a reasonable excuse for the failure commits an offence ... under this Part is one which provides for some person (“the nominee”) to act in relation to the voluntary arrangement either as trustee or ... ...
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Books & Journal Articles
  • PEPs – let's get serious
    • No. 13-2, May 2010
    • Journal of Money Laundering Control
    • 103-108
    Purpose: The purpose of this paper is twofold. First, to draw attention to some options for better management of politically exposed persons (PEPs). Second, to draw attention to the problems experi...
    ... ... corrupt PEP (www.coddan.co.uk/s-2-uk-company-formation-director-secretary.html):This package includes registered office, nominee ... ...
  • Extremists force small investors to consider using nominee accounts.
    • No. 2006, February 2006
    • Financial Management (UK)
    • SHAREHOLDER RELATIONS - Brief article
    ... ... "We make this recommendation with reservations," said the UKSA's communications director, Roger Lawson. "Historically, moving to a nominee account has meant a loss of rights such as the ability to vote at AGMs. Some companies aren't ... ...
  • Singapore: Financial Assistance and Directors' Duties
    • No. 3-3, January 1996
    • Journal of Financial Crime
    • 307-310
    Rules to preserve corporate assets are a necessary by‐product of limited liability, as well as a means of limiting agency costs arising from the separation of ownership and control. Hence, it is ax...
    ... ... In a different context, the Court of Appeal has recognised that nominee directors may legitimately represent the interests of the parent ... , there is no breach of duty since the scope of the nominee director's duties is clearly delineated. Excepting that situation, however, ... ...
  • The Electronic Dimension to Money Laundering — The Investigator's Perspective
    • No. 3-3, January 2000
    • Journal of Money Laundering Control
    • 233-235
    The Money Laundering Investigation Team was formed in 1993 at the same time that the South East Regional Crime Squad came into being. The Regional Crime Squad is part of the Regional Crime Squads o...
    ... ... adviser, bank employee, company forma-tion and management agent, nominee director; all knowledgeable exponents of his/her subject. All attempts to ... ...
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Law Firm Commentaries
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