Re Hydrodan (Corby) Ltd [1994] 2 BCLC 180 is a UK company law case, concerning the meaning of a shadow director.
There were two corporate directors of a parent company of Hydrodan (Corby) Ltd, which was a wholly owned subsidiary of Landsaver MCP Ltd, itself a wholly owned subsidiary of Midland City Partnerships Ltd, which was, finally, a wholly owned subsidiary of Eagle Trust plc, a TV conglomerate chaired by David James, Baron James of Blackheath.
For instance there must be a pattern ‘in which the board did not exercise any discretion or judgment of its own but acted in accordance with the directions of others’.
The statutory liability is imposed exclusively upon persons who are or were at the material time directors of the company in liquidation.
Liability for wrongful trading is imposed by the Act on those persons who are responsible for it, that is to say, who were in a position to prevent damage to creditors by taking proper steps to protect their interests.
I would interpose at this point by observing that in my judgment an allegation that a defendant acted as de facto or shadow director, without distinguishing between the two, is embarrassing.
It suggests – and counsel's submissions to me support the inference – that the liquidator takes the view that de facto or shadow directors are very similar, that their roles overlap, and that it may not be possible to determine in any given case whether a particular person was a de facto or a shadow director.