Defined in CA 2006, s 251 as a person in accordance with whose directions or instructions the directors of the company are accustomed to act, although that person has not been appointed as a director of the company.

Defined in CA 2006, s 251 as a person in accordance with whose directions or instructions the directors of the company are accustomed to act, although that person has not been appointed as a director of the company.

A non-appointed director of a company upon whose instructions the appointed directors are accustomed to act, and who 'pulls the strings' of the de jure directors.

This Practice Note considers shadow directors of offshore companies and the extent to which such directors may be subject to benefit in kind charges arising under the benefits code in Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003). Note that the concept of a shadow director differs from that of a de facto director. The latter is an individual who purports to act as a director, although not actually or validly appointed as such. For more guidance on de facto and shadow directors and their duties and responsibilities pursuant to the Companies Act 2006 and common law, see the De facto and shadow directors Practice Note. What is a shadow director? A shadow director is a person in accordance with whose directions or instructions the de jure directors are accustomed to act. A shadow director is effectively a person who occupies the position of a director, regardless of whether officially named or identified as such. The statutory definition of a shadow director is essentially the same throughout the legislation and is most likely to

A person who is not appointed as a director of the company but with whose directions or instructions the appointed directors of the company are accustomed to act.

MLex: Draft UK guidance on managing changes to AI-enabled medical devices is due by December, and a consultation on classifying them is planned by spring 2027, the government said 6 October 2026. The measures form part of a regulatory overhaul after the government accepted all 44 recommendations issued last month by an independent commission. The reforms aim to speed up patient access to AI-enabled medical devices while maintaining safety safeguards.

Property Disputes analysis: Letting agents offering ‘licences to occupy’ instead of tenancies have been given a strong warning in light of the decision in Islington London Borough Council v Green Live Ltd, t/a Green Live Estate Agents. Andrew Brookes, partner and head of housing at Anthony Gold, considers how the case—the first of its kind—fits in with the increasing appetite to introduce more regulation into the private rental sector.

What appears on the face of it to be a trust may be set aside as a sham if the truth of the matter is that the settlor retains full beneficial entitlement and there is no intention that the apparent beneficiaries are to obtain any benefit.

Private Client analysis: Teixeira v Moaven confirms the continued importance of the sham trust doctrine where declarations of trust are used to misrepresent beneficial ownership. The High Court held that the declarations were shams and, in any event, would have been liable to be set aside under section 423 of the Insolvency Act 1986 (IA 1986). The judgment also provides significant guidance on when personal representatives should adopt an active role in estate litigation and suggests, following THG v Zedra, that section 423 claims are not subject to statutory limitation. The decision will be of particular interest to trusts, estates and contentious probate practitioners. Produced in partnership with Zachariah Pullar, barrister at Guildhall Chambers.

Arbitration analysis: Following the decision of the Singapore Court of Appeal (SGCA) in BNA v BNB interpreting an arbitration agreement as providing for Singapore International Arbitration Centre (SIAC) administered arbitration proceedings seated in Shanghai, a Shanghai court has upheld the validity of the parties’ agreement under the law of the People’s Republic of China (PRC). Philipp Hanusch, special counsel, and Jerald Wong, associate, at Baker McKenzie in Hong Kong discuss this notable decision.

A stake in a company which confers ownership rights on the holder. Shares are also known as equities.

A company’s share capital comprises the number of shares issued to investors either on or after incorporation. The amount of share capital is represented on the company’s balance sheet by available assets.