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

By Oxbridge Law TeamUpdated 04/01/2024 07:05

Judgement for the case Secretary of State for Trade and Industry v Deverell

Table Of Contents

  • 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

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Company law Notes
805 total pages
1072 purchased

Company law notes fully updated for recent exams in the UK. These notes...