Issue was definition of ‘shadow director’. Held:
1) A shadow director must have real influence in the corporate affairs of the company.
Ø But not necessary that that influence be exercised over all of company’s corporate activities.
2) To show D is a shadow director, is not necessary to show that in face of directions from D the board either:
i) surrendered its discretion; or
ii) subservient role
- thus no need for board to be the ‘puppet’ of D
3) D can be shadow director even if he does not attempt to hide in shadows
Ø i.e. someone can be shadow director even if they are prominently involved with company
· 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.
Ø i.e. stricter construction may be appropriate in quasi-criminal provisions