Secretary of State for Trade and Industry v Deverell [2000] 2 BCLC 133
Citation: Secretary of State for Trade and Industry v Deverell [2000] 2 BCLC 133
Rule of thumb: If there is a director who sometimes makes their own decisions & sometimes takes order from an off-site consultant, is the off-site consultant a shadow director? As a general rule, this will still create a shadow director relationship.
Judgment:
This case affirmed the principle of ‘shadow directors’ – this is where a third party figure is providing advice to the directors and they are effectively forced to follow this, ’...where the board has cast itself in a subservient role to the "shadow"; i.e. it does what it is told...what the court has to find...is that the board does what the shadow tells it and exercises no or at least no substantial independent judgement.... real influence in the corporate affairs of the company’, Morritt L J
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