Nominee Director in UK Law
-
Boulting v Association of Cinematograph, Television and Allied Technicians
“
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)
“
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)
“
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)
“
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
“
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.
-
The Insolvency (England and Wales) Rules 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
... ... 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
... ... 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
... ... (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 ... ...
-
PEPs – let's get serious
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.
... ... "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
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
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 ... ...
-
Government Road Map For Enhancing The Transparency Of UK Company Ownership
... ... the legally registered owner of shares holds such shares as a nominee for a different beneficial owner, then details of the beneficial owner ... Nominee directors ... Although the notion of a nominee director is not defined or recognised in English law, the concept refers to someone ... ...
-
Trust And Transparency
... ... structures are based on governance arrangements using a corporate director and changing this would be problematic ... Nominee directors ... More ... ...
-
Directors' Duties: Private Equity Responsibilities To Portfolio Companies
... ... individual or an entity) may be considered a shadow director of a ... portfolio company if the portfolio company is accustomed to ... Private Equity Firms' Nominee Directors ... Of more material concern to sponsors and their investment ... ...
-
NCA And OFSI Publish Red Alert On Russian Financial Sanctions Evasion
... ... The appointment of a nominee director to manage the assets of ... the company, as well as obfuscation ... ...