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Regular version of the site

Article

Де-юре, де-факто и теневые директора в законодательстве и судебной практике Великобритании и России

Закон. 2019. № 4. С. 196-207.
Копылов Д. Г.

The article examines three categories of directors in English and Russian corporate law. These include: de jure, de facto and shadow directors. Upon analysis of English case law, the author comes to the conclusion that there are two approaches to the understanding of de-facto directorship — a narrow one under which a de-facto director is a person who has not been properly appointed as a company’s director, and a broad one under which it is irrelevant whether there has been an act of election; what is important is whether a person has behaved as if (s)he were a director. It is the broad approach which gives rise to the problem of drawing a line between de-facto and shadow directorship. The article provides a comparative analysis of de-facto and shadow directorship with the notion of a controlling person in Russian corporate and bankruptcy legislation.