Holland v Revenue and Customs Commissioners and another [2010] UKSC 51, [2010] All ER (D) 255 (Nov)
It was clear from established authority that the circumstances in which a person could be held to be a de facto director for the purposes of the remedy provided for by s 212 of the 1986 Act varied widely from case to case, and was very much a question of fact and degree. All the relevant factors had to be taken into account. The purpose of the section was to impose liability on those who had been in a position to prevent damage to creditors by taking proper steps to protect their interests.
It was, of course, right to bear in mind the interests of the creditors. Their protection lay in the remedies that were available for breach of the fiduciary duty that rested on the shoulder of every director. But the essential point was that for a creditor of the subject company to obtain those remedies the individual had to be shown to have been a director, not just of the corporate director but of the subject company too.
