[2014] ScotCS CSOH – 148 Bailii Company Directors Disqualification Act 1986 Scotland, Company Updated: 22 December 2021; Ref: scu.538167
Application for disqualification. Lord Woolman [2014] ScotCS CSOH – 127 Bailii Company Directors Disqualification Act 1986 Scotland, Company Updated: 20 December 2021; Ref: scu.535842
Application pursuant to section 4(2) of the Human Rights Act 1998 for a declaration that Schedule 4A paragraph 5(2) of the Insolvency Act 1986 and section 11 of the Company Directors Disqualification Act 1986 are incompatible with Article 6 of the European Convention on Human Rights. Mr Justice Arnold [2010] EWHC 2246 (Ch) Bailii Human … Continue reading Spencer Michael v The Official Receiver, Secretary of State for Business, Innovation and Skills: ChD 15 Jul 2010
The first defendant (F) had been employed by a company involved in a distribution agreement. He had sought to set up a competing arrangement whilst a director of the claimant, and diverted a contract to his new company. Held: A company director has additional, fiduciary duties over and above those of an employee. The duties … Continue reading Fassihim, Liddiardrams, International Ltd, Isograph Ltd v Item Software (UK) Ltd: CA 30 Sep 2004
The Secretary sought disqualification of the defendants. The second defendant had not been a director of the company, but director of another company which in turn held a directorship in the defaulting company. Held: The claim failed: ‘i) As I have already pointed out the purposes of section 6 of the CDDA and section 214 … Continue reading Secretary of State for Trade and Industry v Hall and Nuttall: ChD 28 Jul 2006
The Secretary of State sought company director disqualification orders against the defendants saying they had been convicted of making false instruments. The Insolvency service had decided against such proceedings, and the Crown Court judge, when sentencing them had considered and rejected orders. The defendants now argued that the instant proceedings were an abuse of process. … Continue reading The Secretary of State for Business, Innovation and Skills v Weston and Another: ChD 5 Sep 2014
The respondent had been involved in company director disqualification proceedings some 12 years earlier. The claimant, publisher of Private Eye sought disclosure of the associated court papers. Held: The applicant had provided appropriate details of the papers required. The basic principle of open justice applied, and the papers were required for a proper jurnalistic purpose.The … Continue reading Pressdram Ltd v Whyte: ChD 30 May 2012
The claimant sought a disqualification after the defendants had been directors of a company mis-selling Structured Capital at Risk products. The FSA had reported that they had been negligent. Held: ‘I do not have to decide whether or not the defendants were negligent. The question is whether their risk ratings were so flawed that they … Continue reading Secretary of State for Business Innovation and Skills v Aaron and Others: ChD 10 Dec 2009
The appellant supported IT workers. Through his own company, he set up companies in which his company was a director, and which companies in turn employed the IT workers securing substantial savings in higher rate Corporation Tax. Held: The defendant’s appeal succeeded. Though the appellant was not himself a director in the companies, his company … Continue reading Holland v Revenue and Customs and Another: CA 2 Jul 2009
The appellant’s daughter had been stopped entering the country with andpound;150,000 in cash. The police sought an order for its forfeiture, suspecting a link with terrorism. The magistrates found no evidence of such, and declined to make the order, but equally refused to award the defendant her costs. She now appealed against the refusal to … Continue reading Perinpanathan, Regina (on The Application of) v City of Westminster Magistrates Court and Another: CA 4 Feb 2010
S6 of the 1986 Act proceedings had been stayed pending criminal proceedings in which the defendant was eventually convicted of conspiracy to defraud, sentenced to imprisonment and given a two year disqualification order under s2 by the trial judge, at the invitation of the defendants own counsel. The Secretary of State then applied to restore … Continue reading In Re Cedarwood Productions Ltd; In Re Inter City Print and Finishing Ltd; Secretary of State for Trade and Industry v Rayna and Another: ChD 3 Apr 2001
The directors appealed against disqualification orders made against them under the 1986 Act. Their company had become insolvent, owing substantial arrears of PAYE and NI contributions. The revenue had said that they had paid other creditors first. Held: When considering appeals to avoid disqualification, a court would be better guided by the use of the … Continue reading Cathie and Another v Secretary of State for Business, Innovation and Skills: CA 1 Jun 2012
The claimant had offered an undertaking not to act as a company director for a period of time, to avoid applications for his disqualification. He now sought leave to act. Held: The applicant had: ‘put forward ample evidence to justify a finding that he is skilled and experienced at marketing and sales and would be … Continue reading Harris v Secretary of State for Business, Innovation and Skills: ChD 9 Aug 2013
An application was made to disqualify as a company director a former director of Claims Direct Limited. He had been accused of several actions which might justify a disqualification. Held: The court found misconduct but delayed a decision on whether it was sufficient to found a disqualification. The court should look at such matters properly … Continue reading Secretary of State for Business Enterprise and Regulatory Reform v Sullman and Another: ChD 19 Dec 2008
The Revenue sought an order under section 212 of the 1986 Act, for payment of the tax debts of the insolvent company by a de facto director. H had organised a scheme under which IT contractors had worked through companies created by him under a composite company scheme, and in each of which he retained … Continue reading Holland v Revenue and Customs and Another: SC 24 Nov 2010
Judgment on a claim brought by the Secretary of State for Business, Energy and Industrial Strategy against the defendant for an order under section 8 of the Company Directors Disqualification Act 1986. The allegation against the defendant is that he . .
In the course of disqualification proceedings, a company director was found to have attempted to mislead the court. It was held that that finding could assist the court in finding that the director could be capable of misconduct. However that . .
The Court gave directions indicating an intention to take greater control over applications for disqualification of Directors. . .
renewed application for permission to appeal . .
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The parties had engaged in a bitter 95 day trial in which allegations of forgery, theft, false accounting, blackmail and arson. A company owning patents and other rights had become insolvent, and the real concern was the destination and ownership of . .
Summary Application under section 7 of the Company Directors Disqualification Act 1986 . .
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Judgment on the appeals brought by two former directors of Janus Technologies Limited against disqualification orders under section 6 of the Company Directors Disqualification Act 1986 . .
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A court’s discretion to stay a disqualification order is to be used only in exceptional cases, but it does retain an has inherent power to stay disqualification of director pending an appeal. Citations: Independent 11-Aug-1995, Times 26-Jul-1995 Statutes: Company Directors Disqualification Act 1986 Jurisdiction: England and Wales Company Updated: 21 January 2023; Ref: scu.89121
Company Director Disqualification proceedings were struck out for delay. There has to be a balance between the public interest in securing the disqualification of bad directors and the prejudice to private citizens and the people subject to the application process. Proceedings which are brought at the end of the two-year period are liable to be … Continue reading In Re Manlon Trading Ltd: CA 22 Jun 1995
Section 236 extended the power of a liquidator to require from the company’s officers all the documents he would reasonably need in order to fulfil his duties under the Act.Lord Slynn said: ‘The protection for the person called upon to produce documents lies, thus, not in a limitation by category of documents (‘reconstituting the company’s … Continue reading In re British and Commonwealth Holdings plc (Nos 1 and 2): HL 1993
Auditors who were in a position to advise a company’s directors as to the legality of them making loan payments to a shell company which was acquiring there shares had a duty so to advise. The directors of a company sued them for failing to warn them that a loan made by the company might … Continue reading Coulthard, Ashton Shuttleworth, and Dawes v Neville Russell (a Firm): CA 27 Nov 1997
The Secretary of State may perfectly properly refuse to accept offered undertakings and instead decide to prosecute company directors under the Act, even though though the terms offered were intended to give equivalent effect. The purpose of the Act’s jurisdiction is to improve the standard of company directors, and the disqualification procedure has a prohibitory … Continue reading In the Matter of Blackspur Group Plc; Secretary of State for Trade and Industry v Davies; Thomas; Thompson; Andrew: CA 19 Nov 1997
The Secretary of State sought company director disqualification orders. The defendants challenged the administrative receivership, saying that the appointment of the administrative receiver was invalid, and hence that the conditions of section 6 were not satisfied and the Secretary of State was not entitled to rely on the section as the basis for the disqualification … Continue reading Secretary of State for Trade and Industry v Jabble and Others: CA 22 Jul 1997
A liquidator’s affidavit was admissible in company director disqualification action, even though it contained hearsay evidence. Citations: Gazette 19-Mar-1997, Times 04-Mar-1997, [1997] EWCA Civ 1101 Statutes: Company Directors Disqualification Act 1986 Jurisdiction: England and Wales Company, Evidence, Jury Updated: 05 November 2022; Ref: scu.141497
The official receiver began director disqualification proceedings, but before the proceedings commenced, the company was wound up. Where, on an application for the disqualification of a director, the official receiver and the Secretary of State became aware that the company had in fact already been dissolved, the normal course would be to transfer the proceedings … Continue reading Re NP Engineering and Security Products Ltd; Official Receiver and Another v Pafundo and Another: CA 22 Oct 1996
The lack of a good reason for delay was not terminal to a company director disqualification application. Citations: Times 07-Jun-1996 Statutes: Company Directors Disqualification Act 1986 6 Jurisdiction: England and Wales Cited by: Cited – Davies v The United Kingdom ECHR 16-Jul-2002 The applicant had been subject to applications for his disqualification from acting as … Continue reading Secretary of State for Trade and Industry v Davies and Others: CA 7 Jun 1996
Period of directors disqualification can be set by reference to individual acts. Citations: Times 10-Jul-1996 Statutes: Company Directors Disqualification Act 1986 Jurisdiction: England and Wales Company Updated: 31 October 2022; Ref: scu.89141
Disqualification depends on conduct of director at insolvency not hearing. Citations: Times 24-Nov-1994 Statutes: Company Directors Disqualification Act 1986 6(1) Jurisdiction: England and Wales Company Updated: 27 October 2022; Ref: scu.89085
A decision as to the unworthiness of a person to be a company director, relates to his past acts and not to his present behaviour. Citations: Ind Summary 12-Dec-1994, Gazette 05-Jan-1995 Statutes: Company Directors Disqualification Act 1986 6(1) Jurisdiction: England and Wales Company Updated: 27 October 2022; Ref: scu.89134
The offence of acting as a company director whilst being an undischarged bankrupt is an absolute offence. Citations: Gazette 26-Jan-1994, Times 25-Nov-1993, [1994] 99 Cr App R 385 Statutes: Company Directors Disqualification Act 1986 11(1) Jurisdiction: England and Wales Cited by: Cited – Regina v Doring CACD 24-Jun-2002 The defendant was charged with acting as … Continue reading Regina v Brockley: CACD 25 Nov 1993
The Act was not solely punitive in its nature. The intention was, in addition, to provide protection to the public and other traders from the defendants activities. This meant that there need be no mathematical link between the length of any custodial sentence, and the length of any ban from acting as a company director. … Continue reading Regina v Evans (Andrew): CACD 16 Nov 1999
If a company continues to trade whilst insolvent but in the expectation that it would return to profitability, it should be regarded as trading not for the benefit of the shareholders, but for the creditors also. If there is a possibility of insolvency, even a written consent will not totally safeguard against a claim from … Continue reading West Mercia Safetywear Ltd v Dodds: CA 1988
An Inspector’s side letter to his report to the Secretary of State about a recommendation not to disqualify was admissible in disqualification proceedings. Citations: Times 13-Jan-1998 Statutes: Company Directors Disqualification Act 1986 Jurisdiction: England and Wales Company Updated: 27 August 2022; Ref: scu.89111
The length of a director’s disqualification is not to be discounted for the time elapsed up to the hearing of the case. As to section 221 of the Companies Act, it : ‘has, at the least, two purposes. First, to ensure that those who are concerned in the direction and management of companies which trade … Continue reading Secretary of State for Trade and Industry v Arif and Others: ChD 25 Mar 1996
Having authorised an enquiry under section 447, the Secretary of State presented a winding-up petition of the respondent, an authorised dealer in securities. The company had been obliged to cease trade by its regulatory body. The judge held that the public interest did not require the company to be wound up as it had ceased … Continue reading Re Walter L Jacob Ltd: CA 1989
In company director disqualification proceedings the person applying for the order could nominate more than one lead company in the proceedings, but he did not have a duty to name all the lead companies. Citations: Times 25-Jan-1999, Gazette 10-Feb-1999 Statutes: Company Directors Disqualification Act 1986 16(1) Jurisdiction: England and Wales Cited by: Appeal from – … Continue reading In Re Surrey Leisure Ltd: ChD 25 Jan 1999
When considering whether to impose a disqualification order upon a company director, it was relevant to consider the unlawful and unauthorised use of the name of a liquidated company. The sections of the Insolvency Act which might be taken into account were not exhaustively listed. Citations: Times 02-Dec-1999, Gazette 08-Dec-1999 Statutes: Company Directors Disqualification Act … Continue reading In Re Migration Services International Ltd: ChD 2 Dec 1999
A different approach is required on striking out in Company Director Disqualification proceedings. Citations: Times 15-Aug-1994, Ind Summary 15-Aug-1994 Statutes: Company Directors Disqualification Act 1986 Jurisdiction: England and Wales Cited by: Appeal from – In Re Manlon Trading Ltd CA 22-Jun-1995 Company Director Disqualification proceedings were struck out for delay. There has to be a … Continue reading In Re Manlon Trading Ltd: ChD 15 Aug 1994
Gross incompetence as director in not reading the company accounts founded disqualification. The jurisdiction of company director disqualification should not be hedged about with rigid rules which would allow directors to navigate around disqualification applications by taking fine points on the way in which the affidavits have formulated. Citations: Gazette 24-Jul-1996, Times 02-Jul-1996, [1997] 1 … Continue reading In Re Continental Assurance Co of London Plc: ChD 2 Jul 1996
The provisions of the two Acts are intended to be part of the same statutory scheme and are to be read in combination. Judges: Vinelott J Citations: [1992] Ch 457 Statutes:
On an application for a disqualification order, the director against whom the order is to be made should file an affidavit before the date of the hearing. A disqualification order can have grave consequences and is a serious interference with the freedom of the individual. As to procedure: ‘The Secretary of State or the official … Continue reading In Re Rex Williams Leisure Plc (In Administration): CA 4 May 1994
Guidance given on what evidence should be admitted to affect the length of disqualification and conditions of Director’s disqualification.A director’s duty to exercise his powers in the best interests of the company and to recognise the separate legal character of the company are essential attributes of fitness to be concerned in the management of a … Continue reading Secretary of State for Trade and Industry v Griffiths; Conway and Wassell; In Re Westmid Packing Services Ltd: CA 16 Dec 1997
Application by the Secretary of State for Trade and Industry for an order under section 6 of the Company Directors Disqualification Act 1986 Citations: [1999] EWHC 838 (Ch), [1999] 2 BCLC 704 Links: Bailii Statutes: Company Directors Disqualification Act 1986 6 Jurisdiction: England and Wales Company Updated: 23 June 2022; Ref: scu.341196
Company disqualification proceedings may conclude in the county court after a winding up of the company in that court. The power to disqualify directors survives the finishing of the winding up of the company, even though the Official Receiver had had no right to commence the proceedings and the County Court had had no jurisdiction … Continue reading In Re the Working Project Ltd; In Re Fosterdown Ltd and Others: ChD 27 Oct 1994
The discretion of the court to allow a disqualified company director to take on the duties of a director, is complete and is not to be fettered. Whether the reason for wanting to act is personal or for business is not decisive. Citations: Times 09-Feb-1999, Gazette 24-Feb-1999 Statutes: Company Directors Disqualification Act 1986 17 Jurisdiction: … Continue reading Shuttleworth v Secretary of State for Trade and Industry: ChD 9 Feb 1999
Morritt LJ, giving the judgment of the court, distinguished between the conduct of two directors, disqualifying one for twelve years and the other for eight. He said: ‘The period for disqualification is a matter for the discretion of the judge hearing the application to be exercised in accordance with the relevant principles. One such principle … Continue reading Secretary of State for Trade and Industry v McTighe: CA 1997
Application for leave to appeal agaist orders made against the directors of Barings plc following its collapse. The appellants alleged abuse of process and unfairness and double jeopardy. Held: ‘It is true that the underlying facts of the charges brought by the SFA and the Secretary of State are the same. However, as Lord Justice … Continue reading Secretary of State for Trade and Industry v Baker, Bax, Broadhurst and others: CA 9 Jun 1998
The claimants sought judicial review of decisions made about the future conduct of disqualification proceedings. Citations: [1997] EWHC Admin 1166 Links: Bailii Statutes: Company Directors Disqualification Act 1986 Citing: See Also – Regina v Secretary of State for Trade and Industry ex parte David Austin Mccormick Admn 19-Dec-1997 . . Cited by: See Also – … Continue reading Regina v Secretary of State for Trade and Industry ex parte David Austin Mccormick: Admn 18 Dec 1997
A person required to answer questions under the section may not refuse to answer on the ground of self-incrimination. (Dillon LJ) ‘It is plain to my mind – and not least from the Cork Report – that part of the mischief in the old law before the Insolvency Act 1985 was the apparent inability of … Continue reading Bishopsgate Investment Limited v Maxwell: CA 1999
The disqualified director sought leave under section 17 to act as a director in circumstances which did not involve him assuming any executive responsibilities, other than of a trivial nature, and left him free to contract as a consultant. Held: Where a disqualification order has been made following dishonesty, that is likely to be a … Continue reading Re Barings and Others (No 3): ChD 1999
Sir Richard Scott V-C considered the effect of the relative strength of the case as to need on the degree of risk to the public that might be acceptable on any resumption of company director responsibilities, and concluded that in a strong case of need some slight risk might be acceptable: ‘In a case where … Continue reading Re Dawes and Henderson Agencies Ltd: ChD 1999
An applicant for a company director disqualification order was permitted to name more than one company as the lead company in its application. The Interpretation Act operated to resolve any ambiguity or lack of clarity in favour of an interpretation allowing multiple lead companies. The notice of intention to apply need not either mention all … Continue reading In Re Surrey Leisure Ltd; Official Receiver v Keam and Another: CA 28 Jul 1999
The purpose of the jurisdiction created under the Act is to promote better management standards in companies. Citations: [1993] BCLC 796 Statutes: Company Directors Disqualification Act 1986 Jurisdiction: England and Wales Cited by: Cited – The Secretary of State for Trade and Industry v Michael Hamilton Amiss, Jonathan Andrew Chapman, Roger Rex Ingles ChD 20-Mar-2003 … Continue reading re Swift 736 Limited: 1993
Disqualifications under section 8 should be of similar length to those recommended in the Sevenoaks Stationers for disqualifications under section 6. Citations: [1991] 1 WLR 1070 Statutes: Company Directors Disqualification Act 1986 8 Jurisdiction: England and Wales Citing: Cited – In re Sevenoaks Stationers (Retail) Ltd CA 1990 The court gave guidelines for the periods … Continue reading In re Samuel Sherman Plc: 1991
A disqualified director sought leave under section 17 to act as a director or be concerned or take part in the management of 3 companies and was successful in respect of 1 company. Arden J looked at the statutory basis and observed that the purpose of the unfitness disqualification is protective rather than penal and … Continue reading Re Tech Textiles Ltd: ChD 1998
The Secretary of State, when presenting an application for the disqualification of a company director is obliged to present a balanced picture. ‘It is accepted that these are not ordinary adversarial proceedings but have an element of public interest and may entail penal consequences. It follows that there is a duty on the applicant to … Continue reading Re Moonlight Foods Ltd , Secretary of State for Trade and Industry v Hickling: 1996
The 10 day notice period before commencing proceedings had to be calculated exclusive of the day on which the notice was given and the day on which the proceedings were issued. Judges: Harman J Citations: [1990] BCC 303 Statutes: Company Directors Disqualification Act 1986 16(1) Jurisdiction: England and Wales Cited by: Cited – The Secretary … Continue reading Re Jaymar Management Ltd: ChD 1990
Referring to the procedure in disqualification proceedings of serving an affidavit, the court held: ‘That procedure, and, in particular, the mandatory requirement in r 6, emphasises the importance to the respondent of being able to ascertain with clarity from the evidence filed on behalf of the applicant what are the criticisms laid against him, and … Continue reading Re Sutton Glassworks Ltd: ChD 1996
Chadwick J said: ‘It would be preferable, for the future, if those preparing and swearing affidavits in support of applications under this Act were careful to distinguish between facts which they are able to establish by direct evidence, the inferences which they invite the court to draw from those facts, and the matters which are … Continue reading Re Pinemoor Ltd: ChD 1997
The affidavit filed in proceedings under the Act take a role similar to that of the pleadings in other cases. Judges: HH Judge Micklem Citations: [1994] BCC 226 Statutes: Company Directors Disqualification Act 1986 Jurisdiction: England and Wales Cited by: Cited – The Secretary of State for Trade and Industry v Swan and Othes ChD … Continue reading Re Circle Holidays International plc: ChD 1994
When considering the filing of additional evidence changing allegations made under the 1986 Act, the paramount requirement is that the director facing disqualification must know the charge he has to meet. As to the standard of misbehaviour required to found an order, Sir Nicolas Browne-Wilkinson VC said: ‘Ordinary commercial misjudgment is in itself not sufficient … Continue reading In re Lo-Line Electric Motors Ltd: 1988
A person disqualified from acting as a company director might exceptionally be given permission to act as non-executive director in named companies where this appeared necessary and the cause of the original disqualification was unrelated.As to the duties of directors, Jonathan Parker J said: ‘(i) Directors have, both collectively and individually, a continuing duty to … Continue reading In Re Barings Plc, Secretary of State for Trade and Industry v Baker (No 5): ChD 25 Nov 1998
Affidavits supporting application to disqualify a company director must distinguish between fact, argument and the fault claimed. The respondents in such an application should be encouraged to focus on the essential factual matters in their affidavits in response. The liquidators, in their evidence should equally distinguish clearly between the facts bringing the case before the … Continue reading Secretary of State for Trade and Industry v Carter and Others: ChD 14 Aug 1997
Evidence of activities of director in non-insolvent but associated company admissible in disqualification proceedings. Citations: Times 24-Sep-1997 Statutes: Company Directors Disqualification Act 1986 6 Jurisdiction: England and Wales Cited by: Cited – The Secretary of State for Trade and Industry v Goldberg, Mcavoy ChD 26-Nov-2003 The Secretary of State sought a disqualification order. The director … Continue reading Secretary of State for Trade and Industry v Ivens and Another: ChD 24 Sep 1997
Company Director Disqualification proceedings can take account of convictions spent under Rehabilitation of Offenders Act 1974. Citations: Times 27-Aug-1997 Statutes: Company Directors Disqualification Act 1986, Rehabilitation of Offenders Act 1974 Administrative Updated: 10 April 2022; Ref: scu.89143
A failure to file his company’s accounts is a serious default, and is sufficient to warrant the disqualification of a company secretary from acting as a company director. The filing of accounts is a substantial protection for those trading with limited companies. Citations: Times 05-Jan-1993 Statutes: Company Directors Disqualification Act 1986, Companies Act 1985 Jurisdiction: … Continue reading In Re Pamstock Ltd: ChD 5 Jan 1993
A court must hear evidence before disqualifying directors. Though the Director and the Secretary of State might reach an agreement as to what should happen, they could not displace the court in deciding what order should be made, and in making that order. The court approved the submission by the parties to the Court an … Continue reading In Re Carecraft Construction Co Ltd: ChD 13 Oct 1993
The Secretary of State for Trade and Industry had sought orders of disqualification against the director and a co-director under the provisions of the Company Directors Disqualification Act 1986. The Secretary of State’s summons was supported by an affidavit from one of the receivers of the company. Held: The director’s appeal succeeded. A discontinuance by … Continue reading Re Southbourne Sheet Metal Co Ltd: CA 9 Sep 1992
A successful plaintiff who had not been shown to have behaved improperly or unreasonably was not to have his costs reduced or be ordered to pay any part of his opponents costs for having pursued some unsuccessful points. Nourse LJ said that ‘(i) Costs are in the discretion of the court. (ii) They should follow … Continue reading Re Elgindata Ltd (2): CA 15 Jul 1992
The purposes of a liquidation, or administration or receivership of a company must include the gathering of information as to the conduct of the affairs of the company, and those who had conducted them so that the office-holder can report to the Secretary of State as he is required to do by section 7(3) of … Continue reading In re Polly Peck International plc, Ex parte the joint administrators: ChD 1994
An appeal from a director disqualification is to be under the Insolvency Rules. [1992] BCC 110 Company Directors Disqualification Act 1986 6 England and Wales Cited by: Cited – Secretary of State for Trade and Industry v Paulin ChD 13-May-2005 The director sought to appeal an order disqualifying him form acting as a company director. … Continue reading Re Probe Data Systems Ltd (No.3): CA 1992
The court gave guidelines for the periods of disqualification to be applied for company directors under the Act. The maximum period of ten years should be reserved for only the most serious of cases. Periods of two to five years should apply to cases at the bottom end, and the middle bracket of 6 to … Continue reading In re Sevenoaks Stationers (Retail) Ltd: CA 1990
Robert Walker LJ said that the expression ‘de facto director’ had been in use for a long time, and commented on the failure to distinguish in pleadings between pleas that someone was a shadow or a de facto director. The two different labels were not necessarily mutually exclusive. He said: ‘However the two concepts do … Continue reading Re Kaytech International plc; Secretary of State for Trade and Industry v Kaczer and others: CA 1999
Director may be disqualified for failing to keep accounting records. . .
An Inspector’s report, prepared under the 1948 Act, was admissible in proceedings under the 1986 Act. . .
The court was faced with the question whether one of the three respondents, who was not a director of the company de jure, was nevertheless a director of the company de facto and as such liable to disqualification.
Held: A de facto director . .
Directors liability to compensate on insolvency for own negligence. ‘In my view, the duty of care owed by a director at common law is accurately stated in s 214(4) of the Insolvency Act 1986. It is the conduct of – ‘a reasonably diligent person . .
The Court may require deponents to attend in person for cross examination. It has no jurisdiction to order oral evidence on applications to disqualify a director. . .
The lower court had dismissed a petition for a director disqualification because of the failure to comply with the ten day requirement in section 16.
Held: (Majority) The provisions of section 16 were directory only and not mandatory. . .
An application for disqualification orders was made on the basis of the directors’ failure to pay tax.
Held: Neuberger J said: ‘I would accept the grave nature of an allegation of unfitness under section 6(1)(b) of the 1986 Act must be borne . .
The degree to which an appellate court will be willing to substitute its own judgment for that of the tribunal will vary with the nature of the question. Hoffmann LJ said: ‘The concept of limited liability and the sophistication of our corporate law . .
