Michael Green QC and Adam Sher appeared for HMRC in Holland v HMRC, in which the Supreme Court has considered whether a director of a corporate director should be held liable to the underlying companies as a de facto director of them. By a narrow 3-2 majority (Lord Walker and Lord Clarke dissenting), the Supreme Court held that Mr Holland was not a de facto director of the underlying companies and so not liable for the payment of unlawful dividends. The minority considered that the majority’s reasoning was “arid formalism”. The Supreme Court also decided the basis of liability and the correct measure of loss in unlawful dividends cases, and the scope of the discretion under s.212 Insolvency Act 1986.
The judgments are at: http://www.supremecourt.gov.uk/docs/UKSC_2009_0131_Judgment.pdf (see also The Times, 30.11.10)