Secretary of State for Trade and Industry v Deverell [2001] Ch 340 (CA)

• Issue was definition of ‘shadow director’.

Held

1. A shadow director must have real influence in the corporate affairs of the company.

   • But not necessary that that influence be exercised over all of company’s corporate activities.

2. To show Defendant is a shadow director, is not necessary to show that in face of directions from Defendant, the board either:

   1. Surrendered its discretion; or

   2. Subservient role

      • Thus no need for board to be the ‘puppet’ of Defendant

3. Defendant can be shadow director even if he does not attempt to hide in shadows

   • I.e. someone can be shadow director even if they are prominently involved with company

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• Advice (other than professional advice) is capable of constituting ‘directions or instructions’, as per definition in Act.

• How widely term ‘shadow director’ is construed may vary depending upon statutory context.

  • i.e. stricter construction may be appropriate in quasi-criminal provisions