Legal updates: May 2023

In this month’s legal round-up, Sophie Brookes and Debbie Shaw of Gateley, explain risks of de facto subsidiary director, failure to prevent fraud offence and conversion of shares under articles void

Directors beware: parent company director held to be de facto director of subsidiary

In Aston Risk Management Ltd v Jones [2023] EWHC 603 (Ch) the High Court held that a director of a parent company had been so significantly involved with the day to day running of its subsidiary that he became a de facto director of that subsidiary.

The case is a useful reminder of the importance of individual group companies each having their own distinct corporate governance structure, with clear and transparent decision-making procedures.

Types of director

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