Re Hydrodan (Corby) Ltd ((in Liquidation))
| Jurisdiction | England & Wales |
| Judgment Date | 17 December 1994 |
| Date | 17 December 1994 |
| Court | Chancery Division |
Chancery Division
Before Mr Justice Millett
In re Hydrodam (Corby) Ltd (in liquidation)
Director - shadow and de facto directors - distinction
Distinguishing shadow directors
It did not follow that where a body corporate was a director of a company, whether a de jure, de facto or shadow director, its own directors were ipso facto directors of that company.
To establish that a person was a de facto director of a company it was necessary to plead and prove that he undertook functions in relation to that company which could properly be discharged only by a director.
Mr Justice Millett so held in the Chancery Division, allowing appeals from orders made in Northampton County Court by District Judge Whitehurst in proceedings by the liquidator of Hydrodam (Corby) Ltd against two of 14 defendants...
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120 cases
- Secretary of State for Trade and Industry v Hall
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Shepherds Investments Ltd v Walters and Others
...were caused loss as a result of the Individual Defendants commencing a new business in the market, in competition with SSFIn Re Hydrodam (Corby) Ltd [1994] 2 BCLC 180 Millett J said: "A de facto director is a person who assumes to act as a director. He is held out as a director by the compa......
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Mea Corporation Ltd, Re; Secretary of State for Trade and Industry v Aviss
...the functions of directors, even though not formally appointed as such, are called de facto directors or directors in fact. In Re Hydrodam (Corby) Ltd [1994] BCC 161 Millett J described a de facto director as: "a person who assumes to act as a director. He is held out as a director by the c......
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Gemma Ltd ((in Liquidation)) v Davies and Another; Re Gemma Ltd ((in Liquidation))
...of relatively modern cases in which the question of what is meant by a de facto director fell to be considered, namely In re Hydrodam (Corby) Ltd [1994] 2 BCLC 180; In re Richborough Furniture Ltd [1996] 1 BCLC 507; Secretary of State for Trade and Industry v Tjolle [1998] 1 BCLC 333; Secre......
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1 firm's commentaries
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Out Of The Shadows Into The Light: 'Shadow Directors' Now Recognized In Bahamian Companies Law
...208), Companies Liquidation Rules 2012. 2 Section 183, Companies Act (as amended by the Companies (Winding Up Amendment) Act 2011). 3 [1994] 2 BCLC 180 4 [1994] 1 BCLC 609 5 ibid 616 6 [2001] Ch 340 7 ibid 8 C Hill, 'Shadow Directors: Influence is the real test' (2000) 38(2) Law Society Gaz......
5 books & journal articles
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Corporate Management
...Limited v Naggar [2013] EWHC 1961 (Ch.). 5. See Unisoft Group Ltd (No 3), Re [1994] BCC 766, 775 (Harman J); Hydrodam (Corby) Ltd, Re [1994] 2 BCLC 180, 183 (Millett J). 6. See Kuwait Asia Bank v National Mutual Life Nominees Ltd [1991] 1 AC 187, [1990] 3 All ER 404 (PC); Unisoft Group Ltd ......
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The Regulation of Shadow Directors
...cases include Re TasbianLtd (No 3) [1993] BCLC 297 (CA); Re Unisoft Group Ltd (No 3)[1994] 1 BCLC 609; Re Hydrodan (Corby) Ltd [1994] 2 BCLC 180 (ChD); Re PFTZM Ltd (inliquidation) [1995] 2 BCLC 354 (ChD); Re Kaytech International plc; Secretary of State for Trade andIndustry v Kaczer & Oth......
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Director and Shareholder Liability at Pike River Coal
...Korea v Rendsburg Investments Corp of Liberia [1998] 2 BCLC 485 (QB). 70 Companies Act 1993, s 126 (1)(b). 71 Re Hydrodam (Corby) Ltd [1994] 2 BCLC 180 (Ch) at 183. 24 Canterbury Law Review [Vol 21, 2015] A de facto director, I repeat, is one who claims to act and purports to act as a direc......
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A critical examination of 'nominee directors' in South Africa
...of the company that the board finds itself submissive or obedient to his instructions.59 47 Ibid. 48 Ibid. 49 Section 66 (5)(b)(ii). 50 1994 BCC 161.51 In Re Hydrodam (Corby) Ltd 1994 BCC 161, 163. 52 In Re Hydrodam (Corby) Ltd op cit note 51 at 163. 53 N Locke ‘Shadow directors: Lessons fr......
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