De jure director meaning

This Practice Note provides an overview of the legal position relating to de facto and shadow directors of a company, pursuant to the Companies Act 2006 (CA 2006) as well as the common law. Definition of 'director' CA 2006 provides a broad, inclusive description of a director as 'any person occupying the position of director, by whatever name called'. On that footing, and within that definition, the courts have recognised two classes of director: de jure directors, namely those directors properly and validly appointed in line with the company’s articles of association and CA 2006; and de facto directors A further category, described as 'shadow directors', is separately defined in CA 2006. A single individual may simultaneously fall into both shadow and de facto categories, for example where they perform a director’s role in one area of the business whilst directing the board in respect of another. The remainder of this Practice Note considers the legal rules applicable...

This glossary sets out numerous expressions regularly encountered in the restructuring & insolvency sphere. Words shown in bold within definitions are themselves explained in other entries in this glossary as well. A Article X The MLIJ contains a single provision named Article X, aimed at jurisdictions that have already implemented the MLCBI, like England, or are weighing its adoption. Article X states: ‘Not withstanding any prior interpretation to the contrary, the relief available under [insert a cross-reference to the legislation of this State enacting Article 21 of the UNCITRAL Model Law on Cross-Border Insolvency] includes recognition and enforcement of a judgment’ (see Practice Note: UNCITRAL model law on recognition and enforcement of insolvency-related judgments (MLIJ): Article X). Asset-backed security (ABS) A form of security anchored by asset pools, for example loans, leases, and credit card receivables. Assimilated law From 1 January 2024, ‘retained law’ has been retitled ‘assimilated law’. The body of domestic law originally arising from EU obligations, created by the European...

This Practice Note examines the appointment and dismissal of alternate directors, together with their standing, authorities, responsibilities, liabilities and the capacity to bind the company. The Companies Act 2006 (CA 2006) states that a director includes ‘any person occupying the position of director, by whatever name called’. As a consequence, the definition of ‘director’ in CA 2006 is sufficiently broad to encompass an alternate director. Therefore, the statutory provisions that govern directors extend to alternate directors in the same way as they apply equally to other directors, whether de jure or de facto. Power to appoint an alternate CA 2006 gives no authority for a director to name an alternate, though this right is often set out in a company’s articles of association. Where the articles confer this power, they will also prescribe the process for appointing an alternate director. Typically, the articles require the appointing director to give written notice to the company, and that notice must include a statement, signed by the proposed alternate, confirming their...