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Nominee director meaning

What does Nominee director mean?
A nominee director is a board member appointed by a significant shareholder, investor, lender or other stakeholder—usually under a shareholders’ agreement or the articles—to give the appointor a voice at board level. The label is descriptive rather than statutory: it is not defined in the Companies Act 2006 (CA 2006) or the Companies Act 2014 (Ireland). Despite the expectations of the appointor, a nominee director owes duties to the company as a whole, not to the appointor. Key duties under CA 2006, Part 10 include the duty to exercise independent judgment (s.173), to promote the success of the company (s.172) and to avoid conflicts of interest (s.175). Equivalent fiduciary and statutory duties apply in Ireland (notably CA 2014, s.228 and related provisions). A nominee director cannot fetter their discretion. Conflicts and information‑sharing are managed by disclosure, constitutional arrangements, and (where permitted) board authorisation of conflicts. Nominee directors are common in joint ventures, private equity and venture capital deals. They are sometimes called investor or appointed directors (not to be confused with the FCA “appointed representative” regime). Usage and legal effect are broadly consistent across England & Wales, Scotland and Northern Ireland (CA 2006 applies), and in Ireland under CA 2014.
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NEWS
Commercial update for UK lawyers: Supreme Court on dishonest assistance, PRAM Act marketplace duties, ASA pricing ruling, sale of goods arbitration appeals, EU Digital Fairness Act consultation, HMRC updates

In this issue: Advertising, marketing and sponsorship Agency and distribution Consumer protection Contracts E-commerce International Sale and supply of goods LexTalk®Commercial: a Lexis®Nexis community Daily and weekly news alerts Dates for your diary Trackers New and updated content Advertising, marketing and sponsorship ASA rulings—23 July 2025: The Advertising Standards Authority reviewed two objections about misleading pricing displayed on the LoveHolidays site. The regulator upheld both matters. See: LNB News 23/07/2025 24. Agency and distribution Stevens v Hotel Portfolio II UK Ltd (In Liquidation) and another [2025] UKSC 28: The Supreme Court, by majority, allowed the appeal by Hotel Portfolio II UK Ltd (HPII), finding Mr Stevens jointly liable for loss resulting from the dissipation of unauthorised profits generated by Mr Ruhan in breach of his fiduciary obligations to HPII as a director. HPII owned hotels in Central London and sold them to Cambulo Madeira, a company said to be beneficially owned...

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PRACTICE NOTES
A-Z glossary of UK corporate restructuring and insolvency: key terms, procedures, enforcement and cross-border issues

This glossary sets out numerous expressions frequently encountered in the restructuring arena. Words appearing in the definitions in bold are explained in other entries in this glossary. For further banking terminology, see the principal Banking & Finance Glossary. Restructuring glossary—A Acceleration: Acceleration means the agent, acting on directions from the majority lenders after an event of default, takes formal action, for example calling for early repayment of the facility. Ad-hoc committee: A temporary creditors’ group (often contrasted with a formal committee) that lacks any entitlement to official recognition. Administration: A process under the IA 1986 in which a financially distressed company is operated by an administrator as a going concern before longer-term outcomes, such as break-up and sale, are pursued. Administrator: An Insolvency Practitioner named by the court, a Qualifying floating charge holder, the directors or the company, to take control and fulfil one of the purposes in IA 1986, Sch B1. Administrative receivership: Arises when a company breaches the terms of...

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PRACTICE NOTES
Comprehensive glossary of UK restructuring and insolvency terms, covering Companies Act schemes, Part 26A plans, IA 1986 processes, and cross‑border concepts including COMI, UNCITRAL and assimilated EU rules.

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...

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PRACTICE NOTES
UK Banking, Finance, Capital Markets, Derivatives and Insolvency Law Glossary including Islamic finance

Banking & Finance glossary A Auditing and Accounting Organisation for Islamic Financial Institutions (AAOIFI) The foremost Islamic, international, autonomous, independent, not-for-profit corporate body that develops and issues accounting, auditing, governance, ethics and Shari’ah benchmarks and standards for Islamic Financial Institutions (IFIs) and the wider Islamic finance sector. Founded in Bahrain in 1991, it is backed by a number of institutional members across more than 45 countries, including central banks and regulatory authorities, financial institutions, accounting and auditing practices, and legal firms. Its pronouncements are currently applied by leading Islamic financial institutions across the world and have advanced a progressive and gradual harmonisation of global Islamic finance practice. It also delivers professional qualification programmes—notably Certified Islamic Professional Accountant (CIPA), Certified Shari’ah Adviser and Auditor (CSAA), and the corporate compliance programme—in efforts to strengthen the industry’s human capital and governance frameworks. For further details, see Practice Note: Key participants in the Islamic finance industry—Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI). Acceleration Acceleration is the formal action...

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