Shadow Director in UK Law

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

    (3) Whether any particular communication from the alleged shadow director, whether by words or conduct, is to be classified as a direction or instruction must be objectively ascertained by the court in the light of all the evidence.

    (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.

  • HRH Prince Abdulaziz Bin Mishal Bin Abdulaziz Al Saud v Apex Global Management Ltd and Another
    • Court of Appeal (Civil Division)
    • 31 Julho 2014

    Prince Abdulaziz has also acted as Chairman of Fi Call but he is said not to be a lawfully appointed director of Fi Call. The Apex parties say that Prince Abdulaziz has acted as a de facto and/or shadow director of Fi Call. Mr Abu-Ayshih is an adviser to Prince Abdulaziz and is a director of and a shareholder in Global Torch, and a lawfully appointed director of Fi Call. Prince Mishal is the father of Prince Abdulaziz, and both Princes are members of the House of Saud.

  • HM Revenue and Customs v Holland; Re Paycheck Services 3 Ltd
    • Supreme Court
    • 24 Novembro 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.

  • Secretary of State for Trade and Industry v Hall
    • Chancery Division
    • 28 Julho 2006

    Attendance of board meetings and voting, with others, may in certain limited circumstances expose a director to personal liability to the company of which he is a director or its creditors. But it does not, without more, constitute him a director of any company of which his company is a director.

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Legislation
  • Company Directors Disqualification Act 1986
    • UK Non-devolved
    • 01 de Janeiro de 1986
    ...... F2for 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, ... or is alleged to have been committed; and “officer” includes a shadow director. . (3) The maximum period of disqualification under this section ......
  • Companies Act 2006
    • UK Non-devolved
    • 01 de Janeiro de 2006
    ...... of—(a) the person who is, or persons who are, to be the first director or directors of the company;(b) in the case of a company that is to be a ...) every officer of the company who is in default.For this purpose a shadow director is treated as an officer of the company. . (3) A person guilty of ......
  • Insolvency Act 1986
    • UK Non-devolved
    • 01 de Janeiro 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. . .... (5) In this section, “officer” includes a shadow director. . A47: Offence of false representation etc to obtain a ......
  • Companies Act 1985
    • UK Non-devolved
    • 01 de Janeiro de 1985
    ...... prospectus—(a) signed by every person who is named in it as a director or proposed director of the company, or by his agent authorised in ... Chapter, except section 363(2) (c) (signature of annual return) , a shadow director shall be deemed to be a director. . Annotations: Modifications ......
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Books & Journal Articles
  • Criminal Liability under the Insolvency Rules 1986
    • No. 51-3, August 1987
    • Journal of Criminal Law, The
    ......-user-select:none;user-select:none;}@media print{.pf{margin:0;box-shadow:none;page-break-after:always;page-break-inside:avoid;}@-moz-document ... of this provision “officer” includes “shadow director”; see ruie 1.30(2); shadow director means “. . . a person in ......
  • Ireland: Delinquent Directors and Others — The Irish Approach
    • No. 3-3, January 1996
    • Journal of Financial Crime
    • 297-299
    Part VII of Ireland's Companies Act 1990 brought about significant reforms to counter the abuse of the privilege of limited liability by directors and other officers. The new measures are based on ...
    ...... that a person who is, or was during the preceding 12 months, a director of the company must not for a period of five years be appointed or act ectly as director, shadow director or secretary or be concerned in the pro-motion or formation of ......
  • Introduction
    • Contents
    • Law of Insolvent Partnerships and Limited Liability Partnerships
    • Elspeth Berry/Rebecca Parry
    • 77-98
    ...... 5(2) of the LLP Regulations 2001 provides that references to a director shall include references to an LLP member. . 1.4.6 Contributories . ..., with the generic modifications to the terms ‘director’, ‘shadow director’ and ‘company’ made by articles 2 and 3 of the IPO and ......
  • Ascription of Legal Responsibility to Groups in Complex Patterns of Economic Integration
    • No. 53-6, November 1990
    • The Modern Law Review
    ......-user-select:none;user-select:none;}@media print{.pf{margin:0;box-shadow:none;page-break-after:always;page-break-inside:avoid;}@-moz-document ... law, in the event of allegations of fraud against a director or controller of a company, the courts sometimes permit a ......
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Law Firm Commentaries
  • Acting Behind The Scenes: High Court Confirms Duties Of Shadow Directors
    • JD Supra United Kingdom
    In Standish & Ors v The Royal Bank of Scotland Plc & Anor (the “Judgment”), the High Court confirmed that the duties owed by a shadow director are limited to the subject matter of their instruction...
    ...... In Standish & Ors v The Royal Bank of Scotland Plc & Anor (the “Judgment”),[1] the High Court confirmed that the duties owed by a shadow director are limited to the subject matter of their instructions. This alert is particularly relevant for distressed companies and their shareholders, as well ......
  • The Deverell Case: A Shadow Of Doubt
    • Mondaq UK
    ...The concept of the shadow director is relevant in the context of company law and taxation. Shadow directorship can bring financial liabilities and disqualification for the shadow ......
  • Are You A Director Of A Company? Who Is Calling The Shots?
    • Mondaq UK
    ...... that is a shareholder who continually wants the board to follow their way or no way? It is likely that such an individual will be held to be a Shadow Director!.  . A director is defined under s.250 of the Companies Act 2006 (CA06) as "any person occupying the position of a director by whatever ......
  • Buying A Property Overseas: An Update
    • Mondaq United Kingdom
    ...... UK tax charge on the basis that the individual was acting as a director or shadow director, and the company was making the property available to ......
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Forms
  • Acknowledgment of service (Part 8)
    • HM Courts & Tribunals Service court and tribunal forms
    County Court forms including the N1 money claim form.
    ......I intend to contest the claim on the grounds that:. I was not a director or shadow director of. at the time when my conduct, or the conduct of ......
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