Claims against directors—key considerations for dispute resolution practitioners
Claims against directors—key considerations for dispute resolution practitioners

The following Dispute Resolution guidance note provides comprehensive and up to date legal information covering:

  • Claims against directors—key considerations for dispute resolution practitioners
  • What is a director?
  • Who is likely to have a claim against a director?
  • Directors’ duties
  • Tort claims against directors
  • Contract claims against directors
  • Unjust enrichment claims against a director
  • Accessory liability in equity
  • Civil fraud and directors
  • Insolvency and actions against directors
  • more

This Practice Note outlines some of the key considerations when dealing with claims concerning company directors. It addresses the definition of a director, the likely claimant(s) in actions involving directors as well as the potential heads of claim, including breaches of a director’s duties as well as claims in tort, equity and contract. It also sets out a number of practical issues which a litigator should have in mind at the outset of any dispute involving a company director.

For a summary of key and/or illustrative cases relevant to claims against directors, see Practice Note: Claims against directors—key and illustrative decisions.

What is a director?

It is important to be aware that the law recognises three categories of director:

  1. de jure directors—a person who has been formally appointed to the company’s board (see section 250 of the Companies Act 2006 (CA 2006))

  2. de facto directors—a person who performs the functions of a director, but who has not been formally appointed (CA 2006, s 250). For useful guidance, see the list of ten characteristics Mr Justice Hildyard cited as relevant to the determination of whether a person is a de facto director in Re UKLI, as well as paras [78]–[95] in Popely v Popely

  3. shadow directors—a person in accordance with whose directions or instructions the directors of a company are accustomed to