Director of Corporate Director not a De Facto Director

Background

A "de facto director" is a person who acts as if he is a director of a company and is treated as such by the company's board but has not in fact been validly appointed. A de facto director is subject to the usual directors' duties and can be the subject of actions against directors such as a "misfeasance" action under section 212 of the Insolvency Act 1986 (IA 1986) requiring the de facto director to repay, restore or account for any money or other property of the company which he has misapplied or retained or to contribute a sum to the company's assets by way of compensation.

Facts of the case

Person X was a human director of...