Mr Holland set up several composite companies that paid salaries and dividends to its contractors as if they were employees and nonvoting shareholders, so as to reduce the amount of tax they paid, but not load them with the administrative burdens if they set up themselves as companies.

Lord Hope, Lord Collins and Lord Saville held that because the parent company and Holland were separate legal persons, simply acting as a director of a corporate director was not enough to make Holland a de facto director.

Holland needed to have assumed responsibility in relation to the subject companies, but he had only discharged his duties as director.

If he was the "guiding mind" then that would be true in all cases of corporate directors.

Lord Walker and Lord Clarke dissented and would have held that if Holland deliberately procured dividend payments he was a de facto director of the composite companies and owed them a fiduciary duty.