D was alleged to be the shadow director of a company; he was sole shareholder, but his son was the director. Secretary of State claimed D was behind the decision to put company into voluntary liquidation. Only evidence that son was accustomed to act in line with D’s wishes was that both son and D had been present at a meeting in which it was decided to put company in liquidation. Held:
· Fact that the company acted on one occasion in accordance with D’s directions or instructions is not enough to make him a shadow director
Ø Must be accustomed to so act.
· However to be ‘accustomed’ to act in line with D’s instructions, not necessary for company to have done so the majority of the time.
· On facts, D was not shadow director as there was insufficient evidence to show company was accustomed to act in accordance with his wishes.